Reilly Foam Corp. v. Rubbermaid Corp.

Reilly Foam Corp. (Reilly) (plaintiff) was a manufacturer of sponges. Rubbermaid Corp. (defendant) contacted Reilly to determine whether Reilly could fulfill Rubbermaid’s need for sponges for Rubbermaid’s new mop product. The two parties discussed a long-term relationship. On March 26, Reilly sent a letter to Rubbermaid detailing a proposal. On March 30, Rubbermaid responded to Reilly’s letter. Most of the terms in Rubbermaid’s response mirrored the terms in Reilly’s letter. However, Rubbermaid’s response was silent on several terms, such as the two-year time frame proposed by Reilly. Additionally, the two letters differed as to the scope of the agreement. Reilly’s letter indicated that Rubbermaid would purchase all of its sponges for its mop product from Reilly. Rubbermaid’s letter stated that it would purchase sponges only for mop products produced by a particular assembling contractor. Following the exchange of letters, Rubbermaid instructed its assembling contractor to purchase sponges solely from Reilly. However, Rubbermaid also continued to purchase sponges from other suppliers. Reilly alleged that Rubbermaid violated the contract by obtaining sponges from another supplier, and failing to make required minimum purchases from Reilly. Rubbermaid denied that Reilly’s letter was an offer whose terms should be read into its agreement with Reilly. Rubbermaid also argued that its follow-up letter demonstrated that Rubbermaid did not accept all of the terms in Reilly’s letter. The case was heard by the United States District Court for the Eastern District of Pennsylvania.