Corinthian Pharmaceutical Systems v. Lederle Laboratories

Corinthian Pharmaceutical Systems v. Lederle Laboratories

1989 United States District Court for Southern District of Indiana

• Lederle is seller of vaccine (defendant), Corinthian is purchaser (plaintiff).
• Lederle increased price of vaccine in response to liability suits. Corinthian heard prices were increasing and ordered 1000 vials (usually ordered 100 or less).
• Corinthian placed order over automated telephone system.
• Lederle sent 50 vials at old price, with invoice noting price increase, saying they could purchase the rest of the vials at the new price.
• Corinthian wants to establish that there was a contract which would obligate Lederle to supply 1000 vials at cheaper price.
• Corinthian claims Lederle’s pricelist constituted an offer which they accepted. Court rejects this argument–pricelist is not considered an offer.
• Corinthian then claims that shipment of partial order constituted acceptance of its offer. ? UCC 2-206(1)(b): an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

• Shipment of ‘non-conforming goods’ does not indicate acceptance, however, as long as there is timely notice. ‘Non-conforming’ in this case means different quantity.
• Corinthian is obviously trying to tack advantage of Lederle; this must influence Court’s reading of UCC 2-206.

Conclusion

Notes

See Also

References and Further Reading

About the Author/s and Reviewer/s

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