Superior Boiler Works, Inc. v. R.J. Sanders, Inc.

R. J. Sanders, Inc. (Sanders) (defendant) contracted with the federal government to construct a prison facility. Sanders sent specifications for boilers to Superior Boiler Works, Inc. (Superior) (plaintiff), a manufacturer of commercial boilers. In March 1990, Superior responded by issuing a proposal with specifications for a Seminole boiler and indicating a delivery time of four weeks, with the qualification that the specified time of delivery was approximate, a best estimate, and subject to causes of delay outside Superior’s control. Superior’s agent, Atkinson & Lawrence Inc. (Atkinson), wrote to Sanders assuring a delivery date within three to four weeks. Superior then issued a second proposal with the same estimated time frame for delivery, albeit with the same caveat as the first proposal. On June 18, Sanders issued a purchase order for three Seminole boilers. On June 25, Atkinson wrote to Superior, explaining that Sanders wanted to substitute industrial combustion burners for the burners originally specified. On June 29, Sanders issued a second purchase order requesting that Superior make the requested change. This purchase order noted Sanders’s expectation of a four-week delivery time. Three weeks later, Sanders received a signed copy of this purchase order. On July 20, the government engineers gave their final approval for the specifications, and Sanders issued its final purchase order. On August 6, 1990, Superior issued a sales order reflecting all of the changes. This sales order indicated a shipping date of October 1, 1990. Gregory Call, Superior’s national sales manager, stated that the longer time frame was due to a seasonal influx of boiler orders that arose during the whole process. Call stated that because of this, Superior could no longer adhere to the four-week delivery time frame. Unable to delay the construction project, Sanders rented boilers, resulting in a large cost. Sanders subtracted this cost when tendering payment to Superior for the boilers. Superior filed a suit, seeking the unpaid balance. Superior filed a motion for summary judgment. A superior court granted the motion. Sanders appealed.