E.C. Styberg Eng'g Co. v. Eaton Corp.

492 F.3d 912 (7th Cir. 2007)



Typically, a price quotation is considered an invitation for an offer, rather than an offer to form a binding contract. It is most often the buyer's purchase order, submitted in response to such a quotation, that constitutes the offer.


Plaintiff component manufacturer sued defendant auto parts producer in the for breach of contract. Plaintiff manufacturer claimed that it had entered into a contract to sell transmission components to the producer. The trial court found that the parties were unable to agree on key terms and that no contract was ever formed. The court of appeals held affirmed the district court's judgment.



Did the trial court err in ruling that there existed no consummated agreement between the parties?




The district court did not err by concluding that communications between the parties were ongoing negotiations and did not form an actual contract. It was reasonable to conclude that the manufacturer rejected that offer and pushed for a higher purchase commitment. It was not clearly erroneous for the district court to have found that the producer's request for two orders at the price specified in the manufacturer's quotes did not constitute repeated and ongoing conduct that could create a contract.

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