Cloud Corp. v. Hasbro Inc.

Cloud Corp. (plaintiff) mixed and packaged a specialty powder for Hasbro's (defendant) toy under Hasbro's formula; after Hasbro sent a new formula requiring less of an expensive ingredient Cloud had already purchased under the old formula, Cloud made extra packets to use up the leftover ingredient and included them, unrequested, in its order acknowledgment for Hasbro's final purchase orders. Hasbro never formally objected to the acknowledgment, and a Hasbro employee's emails and a signed internal memo referenced figures matching Cloud's acknowledged quantities, but Hasbro ultimately refused to accept or pay for the extra packets. Cloud sued for breach of contract, the district court ruled for Hasbro, and Cloud appealed.