Princeton Industrial, Products, Inc. v. Precision Metals Corp.
120 F. Supp. 3d 812
| N.D. Ill. | 2015Background
- Princeton Industrial Metals supplied machined parts to Precision Metals Corp. (PMC) for a U.S. government weapon-mount contract; disputes arose after PMC accepted and paid for increased quantities for about a year but then stopped paying after Sept. 26, 2011, leaving $100,660.09 unpaid.
- On July 21, 2010, PMC buyer Rose Schleifer emailed Princeton a schedule listing increased quantities and monthly deliveries (June–Dec), and asked Princeton to confirm any problems meeting the schedule. Princeton treated the email as a modification and shipped the additional parts.
- Princeton invoiced each shipment and warned claims for shortages/rejections must be made within 15 days. PMC continued to pick up shipments through Sept. 29, 2011; Princeton alleges PMC accepted the overshipments and is liable.
- PMC later claimed certain part numbers were overshipped and argues it revoked acceptance or rejected the goods; its evidentiary centerpiece is a belatedly disclosed recollection by its VP of a Nov./Dec. 2010 phone call with a deceased Princeton employee.
- The court excluded PMC’s late-disclosed testimony as undisclosed evidence and judicial admission conflict, held the July 21, 2010 email satisfied the statute-of-frauds signed-writing requirement (electronic signature), and concluded PMC did not timely revoke or reject the goods.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether July 21, 2010 email modified the purchase orders (U.C.C. § 2-209 / statute of frauds) | Email bearing buyer’s signature block is a signed writing (electronic signature) that modified orders; Princeton relied on it and shipped goods | Email signature block is auto-generated contact info and not a “signed” writing showing intent to authenticate | Held: Email satisfies signed-writing requirement (ESIGN/UETA principles and Cloud Corp. precedent); modification effective |
| Whether PMC validly revoked acceptance of overshipped goods (U.C.C. § 2-608) | PMC says it offered to return overshipped goods after a phone conversation but was told to keep them; this was induced by seller’s assurances | Princeton says conversation evidence was not timely disclosed, must be excluded; PMC’s conduct shows acceptance and no timely revocation | Held: Excluded the belated testimony; PMC did not timely revoke acceptance — revocation ineffective |
| Whether PMC validly rejected goods (U.C.C. § 2-602 / invoice terms) | PMC cites emails and spreadsheets showing ‘‘negative’’ open balances to show rejection/notice of overshipment | Princeton notes rejection must be timely and seasonably notified (15-day invoice term); emails did not clearly and timely reject | Held: Rejection/revocation ineffective — emails insufficient and untimely; invoice 15-day claim period controls |
| Evidentiary consequence of PMC’s discovery responses and timing of disclosures | N/A (Princeton relies on discovery rules) | PMC argues its late affidavit recollection should be considered | Held: Court enforces Rule 56.1 and Rule 37; late disclosure excluded and prior statements (May 2011) are judicial admissions |
Key Cases Cited
- Cloud Corp. v. Hasbro, 314 F.3d 289 (7th Cir. 2002) (sender’s name on e-mail can satisfy statute-of-frauds signature requirement)
- Monetti, S.P.A. v. Anchor Hocking Corp., 931 F.2d 1178 (7th Cir. 1991) (writing on company letterhead can satisfy signed-writing requirement)
- Apex Digital, Inc. v. Sears, Roebuck & Co., 735 F.3d 962 (7th Cir. 2013) (objective manifestation of intent controls contract interpretation)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (1986) (summary-judgment standard: no weighing evidence; genuine dispute if reasonable jury could return a verdict for nonmovant)