Pft Roberson, Inc. v. Volvo Trucks, North America, Inc.

420 F.3d 728 (2005)

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Nature of the Case

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Facts

Roberson (P) has a large trucking operation and Freightliner supplies, maintains and repairs P's vehicles under a fleet agreement. Late in 2001 Freightliner sent Roberson a termination notice, which activated the exit clause. Litigation erupted when the parties could not agree on how it worked; mean-while P went shopping for another supplier, Volvo (D). They discussed a multi-year, $84 million arrangement for the purchase and maintenance of new Volvo trucks plus the trade-in or repair of used Freightliner trucks and trailers that Freightliner did not repurchase. Lengthy drafts were exchanged from November 2001 until late January 2002. Many 'Master Agreements' were drafted; none was signed. In March 2002 P and Freightliner patched up their differences, settled the lawsuit, and extended their fleet agreement. P then sued D for breach of contract and fraud. P claims that an email containing 572 words is the contract that D breached, and the fraud is from D's efforts to negotiate additional or revised terms after sending the email. The email clearly states that the contract would be complete only when these other subjects had been resolved and the package approved by senior managers. The judge held that a jury could find that the email constituted D's assent to the items it mentioned even if a full fleet agreement had not been signed. The email came to an agreement on the number of new trucks that P would purchase, the cost per mile of servicing the new trucks and some of the Freightliner trucks, and an outline of an exit clause. There was no agreement on the price per truck, on the cost per mile for all of the older trucks, on the repurchase and trade-in terms for older trucks, or on the details of the exit clause. P had not bound itself to buy a single truck and wanted the court to treat the email as granting it a unilateral option. This appeal resulted from P getting the jury verdict.