## Facts

- A glue manufacturer agreed in a signed letter to supply a buyer’s “requirements” of “Special BB” glue during calendar year 1916 at a fixed price of nine cents per pound, with specified payment terms, packaging, and deliveries “as per your orders during the year.”
- The buyer’s president wrote “Accepted” on the letter and returned it to the seller.
- The buyer was not then operating a manufacturing business that used glue and had no fixed-price or other contracts obligating it to supply glue to third parties during 1916.
- The seller later refused to supply glue at the contract price, and the buyer sued for breach, claiming a binding requirements contract.
- After a bench trial, the trial court awarded damages to the buyer; the Appellate Division affirmed; the seller appealed.

## Issues

1. Whether an agreement to supply a buyer’s “requirements” for a year is enforceable when the buyer is free to have zero requirements and thus to buy nothing at all.
2. Whether the writing created a bilateral contract supported by consideration or was void for lack of mutuality due to an illusory promise by the buyer.

## Decision

- The Court of Appeals reversed the judgment for the buyer and dismissed the complaint.
- The court held the purported requirements contract unenforceable for lack of mutuality because the buyer assumed no binding obligation to purchase any quantity.
- Because no enforceable contract existed, the court did not reach damages.

## Legal Principles

- A bilateral contract requires mutuality of obligation; if one party’s performance is entirely optional, the other party’s promise is not supported by consideration.
- A “requirements” agreement may fail for lack of mutuality when the buyer’s requirements are not tied to an existing business or other objective constraint and the buyer can, in substance, choose to take nothing.
- Where the only evidence of the parties’ arrangement is a writing that commits the seller to supply but does not impose any binding purchasing duty on the buyer, the seller’s promise is treated as unsupported and unenforceable.

## Conclusion

The court concluded that the letter agreement did not create an enforceable requirements contract because the buyer had no objectively bounded needs and could order no glue at all, making its promise illusory and defeating mutuality and consideration; the buyer’s breach claim was therefore dismissed.


Oscar Schlegel Mfg. Co. v. Peter Cooper's Glue Factory, 231 N.Y. 459 (N.Y. 1921)