Harlow & Jones, Inc. v. Advance Steel Co.

In late June of 1974, a representative of Advance Steel Co. (Advance) (defendant) had several telephone conversations with a representative of Harlow and Jones, Inc. (Harlow) (plaintiff). Harlow’s representative informed Advance of the availability of 5000 metric tons of steel that could be shipped in September-October. On July 2, Advance stated that it was interested in purchasing 1000 tons of the steel. On that same day, Harlow mailed a sales confirmation form to Advance and ordered the 1000 tons of steel. This form contained boilerplate language providing that all delivery dates are approximate. Two representatives of Harlow and two disinterested parties stated that a shipment in September-October means that delivery will take place October-November. Advance subsequently sent a purchase order that provided that failure to ship within the specified period of September-October would allow Advance to cancel the order without notice. The steel was shipped on three separate vessels. One shipment arrived in October, one in early November, and one in late November. The third and final shipment was not shipped until November 14 and delivered until November 27. Advance accepted and paid for the first two shipments, but rejected the last shipment due to “late delivery.” Harlow eventually sold the last shipment at a loss. Harlow filed suit in the United States District Court for the Eastern District of Michigan.