Mid-South Packers, Inc. v. Shoney's, Inc.

Mid-South Packers (Mid-South) (plaintiff) sent Shoney's (defendant) a proposal letter setting prices and terms for supplying meat, promising 45 days' notice before any price change, but specifying no quantity or duration; Shoney's began submitting individual purchase orders for deliveries, each followed by an invoice from Mid-South. After Mid-South announced a price increase, Shoney's continued submitting purchase orders and paying the higher invoiced prices, but on its final order it offset the amount due by the cumulative difference between the original and increased prices across all prior orders. Mid-South sued to recover that offset amount, and the district court granted Mid-South summary judgment; Shoney's appealed.