Bethlehem Steep Corp. v. Litton Industries, Inc case brief

 Bethlehem Steep Corp. v. Litton Industries, Inc; (Superior Ct of PA, 1983); CB 646; Notes 31

Option K – Intent?

• D sues P to enforce option offers P made to D. P says there is no options K. Why?

1. option offer never intended to be binding
2. no K for lack of specificity
3. D said it would never order another ship from P after late delivery of first one
4. option unsupported by consideration revocable (and P told D it was closing its shipyeard)
5. P never breached any agreement

• D fails to meet burden that parties ever contractually bound. Court determines there are too many gaps to fill, and there was never any intent to have a binding K. Also relevant is fact that D knew there were gaps in the K suggesting D expected more negotiation before an enforceable K was arrived at. Court very reluctant here to rely upon UCC §1-103 “good faith.”