Harlow & Jones, Inc. v. Advance Steel Co.

Harlow & Jones, Inc. v. Advance Steel Co.
United States District Court
424 F.Supp. 770 (E.D. Mich. 1976)

Facts: Through an intermediary, Stewart (president of Advance Steel) found that he could purchase 1000 tons of steel from Harlow (whose president was Greve). Stewart/Advance indicated that he was interested on July 2, 1974. On July 9, 1974, Greve/Harlow mailed Stewart/Advance a sales form confirming a sale. That same day, Greve/Harlow placed an order with Centro Stahlhandel for the steel and included a copy of the form that they had sent Stewart/Advance. Stewart/Advance did receive the form, but never signed or returned the copy as requested. On July 19, 1974, Stewart prepared and mailed Advance's purchase order to Greve/Harlow (with some minor revisions on the shipping dates from Greve/Harlow's form); this purchase order was never signed or returned.

The steel was delivered in three shipments; Advance rejected the last shipment, claiming it was late. Harlow insisted they had to buy it and that it wasn't late. Harlow claims that Advance accepted their offer when they sent the purchase order. Advance says their purchase order was a counteroffer which Harlow accepted when they sent the first two shipments.

Procedure: District Court/trial level

Issue: When was a contract entered into? Which terms are correct?

Holding: Orally, at the beginning of the interaction between the companies; everything afterwords was just working out the particulars. The particulars will include what they agreed on and none of what they didn't.

Reasoning: Not only is that how it's usually done in international steel transactions, but both parties acted as if it were done that way. This, combined with the evidence, shows that there was no material delay. (Part of the evidence includes the usual standards of international steel trade.)