Corinthian Pharmaceutical Systems, Inc. v. Lederle Laboratories Facts: • (D) sold vaccines to distributors to sell to vendors. (P) is one of the distributors. • (P) purchased vaccines from (D). • (D) had to increase prices on vaccines o May 19, 1986 Sent letter to sales people indicating change in price. o May 20, 1986 sent letter to customers • (P) found out about the letter on the 19th and proceeded to buy 1000 units of vaccines at the old price. o They did this through a voice machine that issued them a tracking number • June 3, 1986 (D) sent (P) an invoice for 50 units that said price will be affective at time of shipment. o 50 units were accepted by (P) • (D) also sent a letter saying that all other orders were subject to new price increase and any outstanding orders could be cancelled. Differing Allegations: (P) says that they had a contract and seeks performance (D) says there was no contract between them Issue: 1) By sending the initial units did they accept an offer? Rules: An offer is a manifestation of willingness to enter into a bargain, so make as to justify another person in understanding that his assent to that bargain invited and will conclude it. UCC Article 2 5.2 at 50 Quotations are invitations to offer. UUC 2. 5.2 No offer where price quotation is subject to change and orders are subject to seller’s confirmation. UCC 2-206 An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances UCC 2-206 an order or offer will be accepted if there is a prompt promise to ship or prompt shipment • Unless: the shipment is of non-conforming goods. i. Non-conforming goods are treated like a counter offer. Reasoning: Because (D) shipped a non-conforming order they did not act as if they accepted the contract. The initial order was merely and invitation. In this case the buyer is the offeror and the seller accepts the offer by sending the products. Arduini v. Board of Education Facts: School institued a policy that if a teacher resigns during the year for something other than allowed they would have to pay a penalty for the cost of finding a replacement. This was adopted Aigust 6, 1979. (P) signed acontact with the school August 27, 1979. he resigned October 19,1979. the school took money off of his last paycheck. (P) contends that he was not bound by the policy because it was not part of his contract. (D) offered two terms of employment 1) salary, 2) the damages policy. He accepted both by submitting to the contract. Issue: If the (P) did not sign or give his explicit co9nsent to the damages policy can he be bound by it? Rule: If an offer does not give specific manner of acceptance offeree may accept by performing the act contemplated by the offer.