Princeton Industrial, Products, Inc. v. Precision Metals Corp.

120 F. Supp. 3d 812 (2015)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

D had a machine gun mount contract with the U.S. Army. When D needed parts, D would obtain a quote from P; if it was acceptable, D would send P its order by email or fax. P says that ordering was done by 'purchase orders or other documents.' D submits that, according to both its and P's internal procedures, purchase orders were required. Purchase orders included a warning that the 'terms of this order shall not be changed or modified in any way except by written instrument signed by an authorized representative of the purchaser . . . .' P would include an invoice for the parts shipped with each shipment. It would state the quantity of parts shipped, the part number of the parts shipped, and the applicable purchase order. P also sent a copy of the invoice by U.S. mail. All the invoices had the following term: 'all claims for shortages or rejections must be made by the buyer [D] within 15 days after receipt of material. No material may be returned without authorization. P's Kendall Knapik sent Rose Schleifer of D an email asking when they would be getting new orders and what the production schedule was. Schleifer wrote back, saying she was working on the schedule and would try to get it to her the next day. New orders would be ready early the next week. Schleifer sent an email to Knapik with the schedule from Jun-Dec. The email included a chart, which listed purchase order numbers, part numbers, and quantities to be delivered in each of the months. The chart showed delivery dates for the remainder of the originally ordered parts and listed and scheduled delivery of parts in excess of the number originally ordered. It is undisputed that P continued to ship, and D continued to accept, the parts listed in the July 21, 2010 email until September 29, 2011 - almost one year after D began receiving additional parts listed in the July 21, 2010 email. In December 2010, D had fallen behind in its payments, and P insisted that D arrange for its own shipper to pick up the additional parts. Tom Figlozzi, D's vice president, states that, sometime in November or December of 2010, he had a telephone conversation with P employee Al Schreiber in which he offered to return the over-shipped items, but that Mr. Schreiber suggested that he could simply keep the over shipments 'in anticipation of future government contracts.' There were no further government contracts. Schleifer sent Knapik another email on May 3, 2011, again pointing out orders with open balances. She again asked when those orders would be filled. And, as before, she attached a spreadsheet, which indicated 'negative' open balances, but she made no mention or reference to any overshipments. D continued to have its shipper pick up parts for an additional five months, until September 29, 2011. [It was not until February 29, 2012, that Deanna Wendt of D emailed P to say that certain part numbers had been overshipped. D moved for summary judgment.