682 F.2d 54 (2nd Cir. 1982), 541, Geisco, Inc. v. Honeywell, Inc.

Docket Nº:541, 658, Dockets 81-7530, 81-7550.
Citation:682 F.2d 54
Party Name:GEISCO, INC., James D. Geis and Henry R. Cofek, d/b/a Geisco Associates, Inc., Plaintiffs-Appellants-Cross-Appellees, v. HONEYWELL, INC., Defendant-Appellee-Cross-Appellant.
Case Date:June 25, 1982
Court:United States Courts of Appeals, Court of Appeals for the Second Circuit

Page 54

682 F.2d 54 (2nd Cir. 1982)

GEISCO, INC., James D. Geis and Henry R. Cofek, d/b/a Geisco

Associates, Inc., Plaintiffs-Appellants-Cross-Appellees,


HONEYWELL, INC., Defendant-Appellee-Cross-Appellant.

Nos. 541, 658, Dockets 81-7530, 81-7550.

United States Court of Appeals, Second Circuit

June 25, 1982

Argued Jan. 15, 1982.

Lawrence W. Iannotti, New Haven, Conn. (Kimberly J. Roberts, Tyler, Cooper, Grant, Bowerman & Keefe, New Haven, Conn., of counsel), for defendant-appellee-cross-appellant.

Stephen I. Traub, New Haven, Conn. (Lynch, Traub, Keefe & Marlowe, New Haven, Conn., of counsel), for plaintiffs-appellants-cross-appellees.

Before OAKES and NEWMAN, Circuit Judges, and HAIGHT, District Judge. [*]

Page 55

HAIGHT, District Judge:

Appellants Geisco, Inc., James D. Geis, and Henry R. Cofek, doing business as Geisco Associates, plaintiffs in a suit for breach of contract jurisdictionally based on diversity of citizenship, appeal from a directed verdict and judgment entered in favor of defendant-appellee-cross-appellant Honeywell, Inc., by the United States District Court for the District of Connecticut (Warren W. Eginton, District Judge). The district court concluded in mid-trial that appellants' claims were barred by an accord and satisfaction. The propriety of that ruling forms the central issue on appeal. We affirm.


Appellant James Geis, a resident of Connecticut, holds a degree in physics, and is experienced in the marketing of industrial process control devices. Appellant Henry Cofek, associated with Geis in the venture in suit, is a resident of Massachusetts, and a mechanical engineer. Appellee Honeywell, Inc. is a Delaware corporation with its corporate headquarters in Minneapolis, Minnesota.

At the pertinent times Geis and Cofek were attempting to develop a laser scanning inspection system ("LSIS"). In July 1972, Geis approached Honeywell personnel in Minneapolis, seeking to interest Honeywell in providing financial, technical and marketing support for the development and manufacture of the LSIS. Geis was referred to the Honeywell Radiation Center in Lexington, Massachusetts, a Honeywell facility primarily engaged in developing and manufacturing products involving electro-optical technology. As negotiations progressed, Honeywell representatives suggested that Geis and Cofek form a corporation as a vehicle for the negotiations and any contracts that might emerge. In consequence, Geis and Cofek organized appellant Geisco, Inc., a Connecticut corporation.

A number of agreements arose out of these negotiations. On October 16, 1972, Honeywell and Geisco entered into a confidential disclosure agreement, pursuant to which Honeywell agreed to keep confidential any proprietary information so designated and furnished by Geisco to Honeywell. On November 14, 1972, Honeywell furnished to Geisco a "purchase order" covering consulting services with a view towards preparation of a proposal for an LSIS. Performance under this purchase order was to take place during the period November 13, 1972 to December 13, 1972, at a price of $9,680, payable by Honeywell to Geisco. The terms and conditions for consulting services accompanying the purchase order provided:

"The buyer (Honeywell) may at any time, terminate the services covered by this order. The buyer shall not incur any liability because of such termination."

Prospects must have seemed encouraging, because on December 8, 1972, the director of marketing at Honeywell Radiation Center sent a letter to Geisco which reads in part:

"In regards to the long term objectives, it is our intent to negotiate a mutually satisfactory agreement which will insure royalty payments to GEISCO and which will delineate the long term relationship between Honeywell and GEISCO. I anticipate being able to define the form of this relationship at the completion of the present technical/marketing investigation phase. To that end, since we are running out of time, it is my intent to extend the present Purchase Order for another six (6) weeks at the same funding level as the present six (6) weeks."

Consistent with that letter, Honeywell extended the period of Geisco's consulting services for an additional six weeks beyond that contemplated in the original purchase order.

The continuing negotiations and consultations between the parties are evidenced by a series of further purchase order agreements, the details of which it is not necessary to recount. Suffice it to say that on June 7, 1973, Honeywell issued to Geisco purchase order BX64040, which called upon Geisco to...

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