Oglebay Norton Co. v. Armco, Inc.
Supreme Court of Ohio
556 N.E.2d 515 (1990)
Oglebay Norton (plaintiff) and Armco (defendant) operated under a decades-long shipping contract, periodically extended through 2010, in which Oglebay handled all of Armco's Great Lakes iron ore shipping needs in exchange for a rate tied to market pricing factors; after those market rates stopped being publicly available in the mid-1980s, the parties managed one further mutually agreed rate in 1984 but then reached an impasse. Oglebay sought a declaratory judgment to set the rate while the parties continued performing under the contract, and Armco counterclaimed that the contract was no longer enforceable at all; the trial court, relying on evidence of the parties' long business relationship, intent to remain bound, and industry rate ranges, set a 1986 rate of $6.25 and ordered future rates determined by negotiation or mediation through 2010, a ruling an intermediate appellate court affirmed before Ohio's Supreme Court took up the case.
Whether a long-term contract becomes unenforceable once its pricing mechanism becomes indefinite due to changed market conditions, where the parties have continued performing and show clear intent to remain bound.