Monday, March 18, 2013

Corinthian Pharmaceutical v. Lederle Laboratories case brief

Corinthian Pharmaceutical v. Lederle Laboratories case brief summary
724 F. Supp. 605

SYNOPSIS: Plaintiff distributor sought specific performance from defendant drug manufacturer requesting fulfillment of an alleged bargain and defendant moved for summary judgment.

OVERVIEW: A service existed between defendant drug manufacturer and plaintiff distributor in which defendant agreed to sell vaccines to plaintiff. Due to raising costs of insurance, defendant raised the prices for its goods. In an effort to purchase vaccines at a lower price, plaintiff attempted to place a final order through defendant's computerized service. Defendant partially accommodated the order, but did not fulfill the request in its entirety. Accordingly, plaintiff sued for specific performance while defendant moved for summary judgment.

-The defendant was not liable because the price quotations that it made sufficed as a mere accommodation and thus constituted a counteroffer.

As a result, the submission of goods to defendant was not an offer to deal at a lower price, but rather a means to make a changing price increase less felt in the marketplace.

-An Offer is “the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.
-Quotations are merely invitations to make an offer.
-The price lists specifically stated that prices were subject to change without notice and that all orders were subject to acceptance by Lederle.
-An acceptance need not be a mirror-image of the offer (UCC§2-207 Battle of the Forms).
-The offeree must still do some act that manifests the intention to accept the offer and make a k.
-An offer to make a k shall be construed as inviting acceptance in any manner and by any medium
reasonable under the circumstances.
-Ministerial/Automated act cannot constitute an acceptance.
-Accommodation, arrangement or engagement made as a favor, no consideration.-Where the notification is properly made, the shipment of non-conforming goods is treated as a counteroffer, and the buyer may accept or reject the counteroffer under normal contract rules.

OUTCOME: The district court granted defendant's motion for summary judgment on the grounds that defendant's forbearance in price for particular vaccines was an accommodation and not the creation of a separate contract or course of dealing.

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