E.C. Styberg Engineering Co. v. Eaton Corp.
United States Court of Appeals for the Seventh Circuit
492 F.3d 912 (2007)
Styberg (plaintiff) manufactured a custom brake part for Eaton (defendant) and, during negotiations for a larger supply arrangement, an Eaton employee emailed committing Eaton to purchase 13,000 parts, but Styberg pushed back seeking a larger minimum purchase commitment, and Eaton never issued a purchase order for the 13,000 parts. After a bench trial, the district court found the parties' emails, calls, and letters reflected ongoing negotiations rather than a formed contract, and Styberg, seeking $3.4 million in damages, appealed.
Whether, to constitute an enforceable contract for the sale of goods, the Uniform Commercial Code requires specificity as to essential terms such as the identity of the parties, subject matter, consideration, quantity, and price.