J.D. Fields & Company, Inc. v. United States Steel International, Inc

426 Fed.Appx 271 (5th Cir. 2011)

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Nature of the Case

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Facts

D sells and markets steel products manufactured at domestic steel mills for international sale. P is a steel-product distributor. From 2003 through 2008, P entered into contracts with D to purchase steel products. The course of dealing appears to be as follows: (1) p requested a price quotation either orally or via email; (2) D sent a price quotation; (3) P sent a purchase order; (4) D sent P an order acknowledgment; and (5) D shipped the product and sent P an invoice. P contests this general course of dealing, in that D had an 'inconsistent pattern of delivering its acknowledgments.' It is undisputed that while D sent P a price quotation and P responded with a purchase order, D never transmitted an order acknowledgment. D did correspond with P several times regarding the orders. P contends that the series of emails created two separate binding contracts. P asserts that D's price quotations constituted 'offers,' which P accepted by submitting purchase orders. P sent an email to D requesting 'price and delivery options' for 800 feet of a type of seamless carbon steel pipe. D responded by email with a price quote. P then requested a modification in the steel and D responded with a new price quote. Five days later, P then faxed D P.O. 45850 for 880 feet at a unit price of $136.74 per foot. It is undisputed that 880 feet of the specified type of pipe requires approximately 60 tons of steel. It is also undisputed that 'subject to heat lot accumulation 100 tons' means that the steel mill will only roll the steel in a batch of at least 100 tons. On February 14, 2008, P emailed D regarding the order, stating 'Please advise when is the expected rolling for the subject PO.' D responded stating the 100-ton requirement, and the plant would roll it the first part of April. D wanted to know if it could proceed with the order of 100 tons and if so I will need a revised PO. P never sent a revised purchase order. It is also undisputed D never remitted an order acknowledgment regarding P.O. 45850. On March 26, 2008, P contacted D for an update on the order. D responded and stated he could not piggyback the order so it would have to be the 100-ton minimum. D then stated it could not deliver until August 08 and is subject to price increase. D asked for confirmation. P stated he needed it sooner and was looking into increasing our order to the point you have the minimum 100 tons. P asked for a new delivery date for a 100-ton order. P never sent a revised purchase order for an order of 100 tons or greater. On April 24, 2008, P complained to D about not getting an acknowledgment on the order. D replied that they were in the middle of a price increase and not taking orders at that time. Both of these PO's fell into these categories. P responded stating the POs were sent before the recent price window issue and that P had already engaged with a customer for delivery. D responded that it was not taking orders in the time frame they were given and had no material to deliver. D also reminded P that the orders were never acknowledged. On the second order for P.O. 46110 P emailed D with another inquiry. D responded. P then faxed P.O. 46110, ordering 3,260 feet of a specified sixteen-inch pipe at $2,040 per net ton ($84.507 per foot) and 2,890 feet of a specified twelve-inch pipe at $2,000 per net ton ($136.740 per foot). It is entirely unclear what happened to P.O. 46110 after P faxed it to D. P contacted D requesting a status update and order acknowledgment regarding purchase orders 45850 and 46110. D emailed P on May 30, 2008, that P.O. 45850 and P.O. 46110 had not been entered into D's systems, that D never sent order acknowledgments, and that D did not plan to fill the orders. P sued D, and the trial court sua sponte granted summary judgment to D. P appealed.