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LORANGER PLASTICS CORP. v. INCOE CORP.

September 21, 1987

Loranger Plastics Corp.
v.
Incoe Corporation



The opinion of the court was delivered by: WEBER

 This action for breach of contract and warranties, is presently before us on defendant's motion for summary judgment. The motion and plaintiff's reply are accompanied by briefs and evidentiary materials. Having reviewed these materials, this motion is ripe for our determination.

 Plaintiff Loranger manufactures plastic parts and components for resale to industries. Defendant Incoe designs, manufactures, and sells parts with sub-assemblies to be used in mechanical systems for utilization in the manufacture of plastic parts. Both parties are merchants as defined in 13 Pa.C.S.A. § 2104. During 1983 and 1984, Loranger engaged in six separate transactions with Incoe, for the purchase of a total of eight valve gate systems and five electrical hydraulic control panels. The last of these components were delivered to Loranger in December 1984. Throughout this time period, Loranger was allegedly experiencing great difficulties with the Incoe components. On August 11, 1986 Loranger commenced this action alleging that Incoe had breached the sales contracts by failing to deliver acceptable components and that Incoe had breached expressed and implied warranties.

 Incoe maintains that Loranger's action is barred by paragraph 26 of Incoe's "Terms and Conditions" which were printed on the reverse side of its quotations to Loranger.

 
26. Time for Bringing Action. Any court action by the Buyer for breach of this agreement must be commenced within one (1) year after the cause of action has accrued.

 Incoe alleges that for all of the sales transactions herein, its quotations constituted offers, the terms and conditions of which were accepted by Loranger's purchase orders. As to two of the six transactions, Loranger does not dispute this. As to the other four, however, Loranger maintains that its purchase orders and not Incoe's quotations would constitute the offers. The purchase orders did not contain any limitation clause. These remaining four transactions are as follows:

 
(1) Loranger purchase order # 20411 dated August 21, 1983. Incoe quotation # 7327 dated February 2, 1983. Quotation update June 16, 1983.
 
(2) Loranger purchase order # 21416 dated July 9, 1984. Incoe quotation # 7948 dated June 8, 1984.
 
(3) Loranger purchase order # 21735 dated October 11, 1984.
 
(4) Loranger purchase order # 21738 dated October 23, 1984. Incoe quotation # 8162 dated October 17, 1984.

 As to the first two of the above transactions, Loranger contends that its purchase orders constituted the offers because more than 30 days had transpired between the quotations and the purchase orders. The Incoe quotation forms had the following notation at the bottom:

 
The above quotation is subject to acceptance without modification within 30 days from above date . . . .

 Loranger maintains that this notation caused the offer to lapse upon the passing of 30 days. We do not agree. The cited language merely informs prospective buyers that the offer is irrevocable for a period of 30 days. See 13 Pa.C.S.A. § 2205. The offer did not expire by its own terms after the passing of the 30 day period. In any event, where the continued dealings of parties shows that an offer extends beyond a stated deadline, the offer does not expire by its own terms. Continental-Wirt Electron. Corp. v. Sprague Electric Co., 329 F. Supp. 959 (E. D. Pa. 1971).

 An examination of Loranger's own purchase order belies Loranger's assertion that the Incoe's offer in that transaction had expired. The purchase order clearly stated that it was "per your [Loranger's] quotation # 7327 update, dated June 16, 1983." While purchase order # 21416 did not contain any such reference to any quotation, Loranger's own brief references this order to Incoe quotation # 7948, and an examination of that quotation shows the same price as listed on Loranger's purchase order. In addition, we note that this was Loranger's fourth purchase from Incoe, and that in all three of the previous transactions Incoe's quotation/offer was accepted by Loranger's ...


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