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

United States District Court for the Eastern District of Michigan, Southern Division

November 30, 1976

Civ. A. No. 5-70979



FEIKENS, District Judge.

This is an action in contract, brought by the seller, Harlow and Jones, Inc. (hereinafter "Harlow"), against the buyer, Advance Steel Co. (hereinafter "Advance"), to recover damages and costs for an alleged breach of an agreement to purchase 1000 tons of imported European steel. Defendant denies liability, claiming that the shipment of steel was late and was therefore properly rejected under the contract. The parties agree that their respective rights and liabilities in this action are governed by the Uniform Commercial Code. 1 The pertinent facts, as established by the testimony and exhibits presented at trial, are summarized:

In late June, 1974, Robert Stewart, president of Advance, had several telephone conversations with a William VanAs, an independent steel broker who is authorized to solicit orders on a commission basis from customers [**2]  in the Great Lakes area on behalf of Harlow. During these conversations, VanAs informed Stewart of the availability of some 5000 metric tons of coldrolled steel which Harlow could import from a West German mill for shipment during September - October, 1974. On July 2, 1974, Stewart advised VanAs that he was interested in purchasing 1000 tons of this shipment. The terms of the transaction were recorded by VanAs on his worksheet of July 2, 1974, and later that same day  [*772]  were relayed by VanAs to Carl Greve, president of Harlow.

On July 9, 1974, Greve mailed to Stewart a sales form, S-2373, confirming [**3]  a sale of 1000 metric tons of cold-rolled steel, with shipment from a European port during September - October, 1974. That same day, Greve placed an order with Centro Stahlhandel GMBH for the 1000 tons and included a copy of its sales form to Advance. Stewart received Harlow's confirmation form but never signed or returned the enclosed copy as requested. On July 19, 1974, Stewart prepared a worksheet for the transaction in question, and on the basis of this worksheet prepared and mailed Advance's purchase order, B-04276, containing the same quantities, specifications (with minor revisions), and shipping dates as Harlow's confirmation form. Advance's purchase order was received by Harlow on July 25, 1974, but was never signed or returned.

The steel was shipped from Europe on three separate vessels. Approximately 214 tons were shipped on the M.S. Federal Lakes in September, 1974, and arrived in Detroit in October, 1974. Another 195 metric tons were shipped on the M.S. Ermis in October, 1974, and arrived in Detroit in early November, 1974. These two shipments were accepted and paid for by Advance. The balance of the steel was shipped from Antwerp on November 14, 1974, and arrived [**4]  in Detroit on November 27, 1974. In a letter to Harlow dated October 29, 1974, Advance rejected this third shipment because of "late delivery." In a letter dated November 7, 1974, Harlow rejected Advance's cancellation and denied that a delay had yet developed which would justify Advance's action.

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424 F. Supp. 770 *; 1976 U.S. Dist. LEXIS 12071 **; 21 U.C.C. Rep. Serv. (Callaghan) 410

HARLOW & JONES, INC., a New York Corporation, Plaintiff, v. ADVANCE STEEL COMPANY, a Michigan Corporation, Defendant


shipment, delivery, steel, buyer, shipped, seller, cancellation, confirmation, tons, arrived, conversations, telephone, mailed

Commercial Law (UCC), General Provisions (Article 1), Definitions & Interpretation, General Overview, General Provisions, Policies & Purposes, Sales (Article 2), Standards of Performance & Liability, Breach, Excuse & Repudiation, Form, Formation & Readjustment, Parol Evidence Rule, Additional Terms, Subject Matter, Definitions, Business & Corporate Compliance, Contract Formation, Acceptance, Goods, Contract Terms, Gap Filler Provisions, Contract Provisions, Delivery & Shipping Terms, Documents of Title (Article 7), Bills of Lading, Transportation Law, Carrier Duties & Liabilities, Remedies, Buyer's Damages & Remedies, Sales of Goods, Inspection Duty of Buyers, Right to Reject, Performance, Seller Duties & Rights, Cure, Delivery, Shipment & Tender, Rightful Rejection, Rights of Buyers, Tender of Delivery, Contracts Law, Breach, Total Breach, Adequate Assurance of Performance