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Dyno Constr. Co. v. McWane, Inc. - 198 F.3d 567 (6th Cir. 1999)

Rule:

A buyer's purchase agreement submitted in response to a price quotation is usually deemed the offer. However, a price quotation may suffice for an offer if it is sufficiently detailed and it reasonably appears from the price quotation that assent to that quotation is all that is needed to ripen the offer into a contract. While the inclusion of a description of the product, price, quantity, and terms of payment may indicate that the price quotation is an offer rather than a mere invitation to negotiate, the determination of the issue depends primarily upon the intention of the person communicating the quotation as demonstrated by all of the surrounding facts and circumstances. Thus, to constitute an offer, a price quotation must be made under circumstances evidencing the express or implied intent of the offeror that its acceptance shall constitute a binding contract.

Facts:

Plaintiff, Dyno Construction Company (Dyno), sued Defendant, McWane, Inc. (McWane), alleging various breach of contract claims arising out of Dyno's purchase of ductile iron pipe from McWane, which was later found to be defective. The seller, McWane, asserted a liability exclusion clause stated on the backside of the signed contract. The buyer, Dyno, claimed the initial price quote constituted the formal offer, and argued it was not controlled by the after-signed document. The district court denied the parties' cross-motions for summary judgment, and a jury returned a general verdict in favor of McWane. The district court denied Dyno's motion for a new trial. Dyno appeals the order denying its motion for summary judgment, the judgment entered after trial, and the order denying Dyno's motion for a new trial. 

Issue:

Was there a binding contract between Dyno and McWane?

Answer:

No

Conclusion:

The United States Court of Appeals for the Sixth Circuit held that although McWane stated prices and quantities in the estimate it sent to Dyno, nothing was stated about place of delivery, time of performance, or terms of payment, and therefore, it did not constitute a binding contract. In addition, that Dyno voluntarily signed the faxed contract demonstrated that it understood a binding contract had not been formed as a result of the previous price quotations.

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