806 F.2d 142 (7th Cir. 1986), 85-2784, Rockwood Mfg. Corp. v. AMP, Inc.

Docket Nº:85-2784.
Citation:806 F.2d 142
Party Name:ROCKWOOD MANUFACTURING CORP., Plaintiff-Appellant, v. AMP, INC., Defendant-Appellee.
Case Date:November 25, 1986
Court:United States Courts of Appeals, Court of Appeals for the Seventh Circuit

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806 F.2d 142 (7th Cir. 1986)



AMP, INC., Defendant-Appellee.

No. 85-2784.

United States Court of Appeals, Seventh Circuit

November 25, 1986

Argued April 15, 1986.

As Amended Dec. 3, 1986.

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Robert E. Poynter, Bennett, Boehning, Poynter & Clary, Lafayette, Ind., for plaintiff-appellant.

Charles E. Greer, Ice, Miller, Donadio & Ryan, Indianapolis, Ind., for defendant-appellee.

Before BAUER, Chief Judge, CUMMINGS, Circuit Judge, and MAROVITZ, Senior District Judge. [*]

CUMMINGS, Circuit Judge.

This case comes to us on appeal following the district court's grant of defendant AMP, Inc.'s ("defendant's") motion for summary judgment. 1 This diversity suit requires us to examine an issue of contract formation under the law of Indiana. For the reasons set forth below, we affirm the decision of the district court.


Defendant is a New Jersey corporation that produces electrical components and develops machines to be used by manufacturers. Plaintiff Rockwood Manufacturing Corp. ("plaintiff") is an Indiana corporation that manufactures wire-wound resistors for sale throughout the United States and in a few foreign countries.

The parties entered into discussions during 1976 regarding plaintiff's leasing of a wire-wound resistor assembly machine from defendant. On September 27, 1976, defendant mailed a quotation to plaintiff. It provided in part as follows:

This quotation is provided for information purposes only and shall not be construed as an offer to sell, and is subject to change without notice. All orders are subject to acceptance by [defendant] in accordance with its standard acknowledgment form.

On November 12, 1976, plaintiff responded by sending defendant a purchase order for leasing a machine. This purchase order referenced and incorporated defendant's September 27, 1976, quotation, including the $14,000 partial preparation charge required thereby. This purchase order was modified by deleting certain requirements regarding military specifications and resubmitted to defendant on March 16, 1977. On April 4, 1977, plaintiff sent a purchase order for the lease of a second machine. On April 8, 1977, plaintiff sent defendant a $14,000 check as partial payment on the first machine. This check was promptly cashed by defendant, and it cleared plaintiff's bank on April 18, 1977. Three days later defendant sent plaintiff the acknowledgment form that was referred to in defendant's initial quotation, which had been incorporated by plaintiff on November 12, 1976. This form disclaimed certain warranties and limited the remedies available to plaintiff. An invoice sent to plaintiff on April 29, 1977, contained the same conditions.

Defendant delivered the first machine to plaintiff on February 20, 1978. Plaintiff subsequently contended that the machine did not function properly and returned it to defendant in the spring of 1978 for further development. Thereafter, plaintiff was under the impression that defendant was attempting to develop the machine in order to meet the agreed-upon specifications. However, defendant did not so develop the machine, and on January 19, 1980, it notified plaintiff that it was discontinuing its efforts to develop it. The second machine was never sent to plaintiff.

Plaintiff filed suit against defendant in January 1983. Plaintiff's complaint alleged breach of express contract in Count I and breach of implied in fact contract as

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well as breach of various express and implied warranties in the remaining four Counts...

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