Babcock & Wilcox Co. v. Hitachi America, Ltd.
United States District Court for the Northern District of Ohio
406 F. Supp. 2d 819 (2005)
Babcock & Wilcox (B&W) (plaintiff) and Hitachi America (defendant) negotiated for months over an emissions-reduction system for B&W's power plant. In December 1999, Hitachi sent a detailed proposal with price and warranty terms, but the parties kept negotiating price and other terms for six more months. In June 2000, B&W issued a purchase order that stated on its face it was an offer, not an acceptance, and included broader warranties than Hitachi's December proposal. After Hitachi delivered the system and it malfunctioned, B&W sued for breach of contract, and the parties disputed whether the June 2000 purchase order was an acceptance of Hitachi's December proposal or B&W's own offer. Both sides moved for summary judgment on what the contract's terms actually were.
Whether an offer is a communication that signifies both a willingness to contract and that acceptance is all that is required to form the contract.