Brief Fact Summary
Defendant Lederle is a pharmaceutical manufacturer and distributor. Plaintiff Corinthian is a pharmaceutical distributor of drugs and regular customer of Lederle. Corinthian consistently purchased the DTP vaccine from Lederle. Market conditions forced Lederle to more than triple the price of the DTP vaccine. Lederle wrote a letter to all of its customers, dated May 20, 1986 (the date the increase was to take effect), informing them of the price increase. Corinthian gained knowledge of this letter on May 19, 1986 and placed an order for 1000 vials of DTP through Lederle's automated ordering system. The largest order Corinthian had previously placed was 100 vials. A couple of weeks later Lederle shipped Corinthian 50 vials of DTP priced at the lower pre-May 20th price. With the shipment Lederle sent a letter stating that under its normal policies it should have charged Corinthian the higher price for the vaccine, but due to the sharp increase in price it shipped 50 vials at the lower price and that the remainder of the vials would be shipped at the higher price in two weeks. Lederle gave Corinthian the option to cancel the remainder of the order.

Rule of Law and Holding
Corinthian's order did not constitute acceptance, but rather was an offer. A shipment of non-conforming goods together with seasonable notice to the buyer that the shipment is NOT acceptance, but rather an accomodation does not constitute acceptance and should be treated as a counter-offer. SEE UCC 2-206(1)(b).

Topics
The Bargaining Process

Subtopics
The Acceptance--shipment of goods as acceptance