Luna Innovations Inc. v. Verner Science, Inc.

2017 WL 1498108 (2017)

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Nature of the Case

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Facts

P is a 'leading manufacturer of optical technologies.' D is a merchant that deals in electronic test equipment in Taiwan. D entered into negotiations to purchase fiber-optic testing equipment from P. On December 15, 2015, P provided D with a price quote, with a price of $119,500.00 with a discount of $24,500.00 for a final price of $95,000.00 if 'the purchase order is received by close of business 12/16/2015.' D sent a Purchase Order the next day which omitted the 'Desktop Analysis Software' and 'Spot Scan feature' that had been included in the Quote and accordingly authorized a purchase price of only $78,000.00. The shipping date was specified as 'by advice,' and the purchase order asked that P 'enter this order in accordance with the prices, terms, delivery method, and specifications listed above.' The parties negotiated and P made clear it needed to ship before the year's end. D resent its Purchase Order on December 30, 2015. P sent a Sales Order with a shipping date as 'on or before 01/15/2016,' which accommodated P's insistence on shipment before the end of the year. It also reincorporated the standard terms and conditions from P's Quote, and asked that D notify Luna immediately of any term of the Sales Order 'is not correct in any way.' D responded immediately, and asked that P 'please ship the goods by our notice, not on or before 01/15/2016.' P protested about the shipping delay. P maintained that shipping must take place before the New Year, and D was equally adamant that shipping should be by notice. D offered P: 'Or you can accept return good [sic] if there is problem with our customer.' P 'understood this email to be accepting its condition that the equipment had to be shipped on December 31, 2016.' P shipped the equipment on the last day of 2015. D received the equipment on January 20, 2016. On March 9, 2016, D indicated that it would need to return the equipment because D's customer found it unsuitable. P stated it would not accept the return. D returned the unused equipment. P sued D for the $78,000 price. D asked for 'incurred expenses for inbound airfreight, customs clearance, outbound airfreight charges, and other costs,' incurred in connection with returning the equipment. D moved for judgment on the pleadings.