Mid-South Packers, Inc. v. Shoney's Inc.

761 F.2d 1117 (5th Cir. 1985)

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Nature of the Case

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Facts

Shoney (D) engaged in negotiations with Mid -South (P) for the purchase of ham, bacon and other pork products. A proposal letter was submitted by P that set forth prices and terms and that any price increase would be taken with 45 days notice. There was neither quantity nor durational terms listed in the letter. D neither accepted nor rejected the proposal but stated that it would use 80,000 pounds of meat per week. D began to purchase goods in July 1982. On August 12, 1982, P informed D that the prices would rise by $.10 per pound due to a computational error by P. D cited the 45-day notice provision and rejected the price increase, but eventually, P agreed to increase the price by only $.07 per pound. D neither agreed nor disagreed with that any modifications. D continued to buy but insisted on the old pricing. D paid all invoices at P's quoted price until the final invoice when it shorted D by $26,208, the amount of P's alleged overcharges. P sued to recover the amounts due it, and D admitted it owed P $8,064.00 for the amounts due after the 45-day grace period. The trial court agreed with P that no long-term contract had been created and that each order constituted a separate agreement. D appealed.