## Facts

- R.J. Sanders, Inc. (Sanders) contracted with the federal government to construct a prison facility and needed boilers for the project.
- Sanders sent boiler specifications to Superior Boiler Works, Inc. (Superior), a commercial boiler manufacturer, through Superior’s sales agent, Atkinson & Lawrence, Inc. (Atkinson).
- On March 27, 1990, Superior issued a written proposal describing a “Seminole” boiler and giving an estimated delivery time of four weeks, but the proposal stated the delivery time was “approximate,” only Superior’s best estimate, and subject to delay outside Superior’s control.
- Atkinson separately wrote to Sanders stating that delivery would be within three to four weeks.
- Superior issued a second proposal repeating the four-week estimate with the same printed qualification that delivery time was approximate and subject to delay.
- On June 18, 1990, Sanders issued a purchase order for three Seminole boilers.
- On June 25, Atkinson wrote to Superior stating Sanders wanted to substitute industrial combustion burners for those originally specified.
- On June 29, Sanders issued another purchase order requesting the burner change and stating Sanders’s expectation of a four-week delivery time; Sanders later received a signed copy of this purchase order.
- On July 20, the government engineers gave final approval for the boiler specifications, and Sanders issued what it treated as its final purchase order.
- On August 6, 1990, Superior issued a sales order reflecting the agreed changes and stating a shipping date of October 1, 1990.
- Superior’s national sales manager, Gregory Call, explained that the longer lead time resulted from a seasonal increase in boiler orders during the parties’ back-and-forth on specifications, meaning Superior could not meet the earlier estimate.
- Sanders said it could not delay its construction work and rented substitute boilers at substantial cost, then deducted that rental cost when paying Superior.
- Superior sued for the unpaid contract balance (and pleaded quantum meruit in the alternative) and moved for summary judgment; the trial court granted the motion, and Sanders appealed.

## Issues

1. Whether Superior’s earlier statements estimating delivery in about four weeks created a binding contract term, despite the proposal’s express statement that delivery time was “approximate.”
2. Whether Superior’s October 1, 1990 shipping date was outside a commercially reasonable time for performance under the UCC, such that Sanders could treat the delay as a breach and offset its alleged damages.
3. Whether Sanders produced competent evidence creating a genuine dispute of material fact on commercial unreasonableness sufficient to defeat Superior’s motion for summary judgment.

## Decision

- The Rhode Island Supreme Court affirmed summary judgment for Superior and denied Sanders’s appeal.
- The court treated the four-week delivery language in Superior’s proposal as an estimate expressly qualified as “approximate,” rather than a fixed deadline.
- The court held Sanders failed to present competent evidence that the later shipping date (October 1) was commercially unreasonable.
- Because Sanders did not meet its evidentiary burden at summary judgment, Superior was entitled to judgment for the unpaid balance of the contract price; Superior’s alternative quantum meruit theory did not change the result.

## Legal Principles

- When a seller’s written proposal states that a delivery time is “approximate” and subject to delays, the stated time is an estimate rather than a firm promise unless the parties clearly agree to make it a fixed term.
- Under the UCC, if the contract does not set a definite time for shipment or delivery, the seller must perform within a commercially reasonable time based on the circumstances.
- On summary judgment, the nonmoving party must present competent, admissible evidence showing a genuine dispute of material fact; argument, allegations, and unsupported damage claims are not enough.
- A buyer seeking to justify withholding part of the contract price based on delay must come forward with evidence that the delivery time was commercially unreasonable and that the claimed offset is tied to a legally recognized remedy.

## Conclusion

Superior’s proposals described a four-week delivery period only as an approximate estimate, and when Superior later set an October 1 shipping date after specifications changed and approvals were pending, Sanders could defeat summary judgment only by producing competent evidence that the resulting time for shipment was commercially unreasonable. Because Sanders did not provide such evidence, the Rhode Island Supreme Court affirmed judgment for Superior for the unpaid balance of the purchase price.


Superior Boiler Works, Inc. v. R.J. Sanders, Inc., 711 A.2d 628 (1998)