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Franklin Research and Development Corp. v. Swift Electrical Supply Co.

December 29, 1964

FRANKLIN RESEARCH AND DEVELOPMENT CORPORATION, PLAINTIFF-APPELLEE,
v.
SWIFT ELECTRICAL SUPPLY CO., INC., DEFENDANT-APPELLANT.



Author: Moore

Before LUMBARD, Chief Judge, and MOORE and SMITH, Circuit Judges.

MOORE, Circuit Judge:

Defendant, Swift Electrical Supply Co., Inc. (Swift), appeals from a judgment of $24,970.62 awarded as damages for breach of contract in favor of plaintiff, Franklin Research and Development Corporation (Franklin) in a diversity suit after trial without a jury. Finding no error, we affirm.

Swift contends that no contract existed because the parties' communications expressed no meeting of the minds. It also argues that, assuming that a contract did exist, Franklin cannot recover the contract price because it disassembled the goods and sold various components.

Whether the law of New York or Connecticut applies need not be debated because the trial court concluded that in determining the validity of the alleged agreement "the result is the same under both New York law and Connecticut law."

Franklin is a manufacturer of electrical equipment. Swift is a wholesale dealer in electrical equipment. On April 16, 1959, Swensen, an electrical contractor, ordered 992 fluorescent light fixtures from Swift. These fixtures were to be installed by Swensen as ceiling lamps in a shopping center under construction at Wallkill, New York. The delivery date was "To be agreed upon Approximately 1/2 on June 15th." Swift communicated with Franklin as to manufacture of the fixtures and, after obtaining a satisfactory price, it asked to examine a sample.

On May 22, 1959, Robinson, a salesman for Franklin; Sodora, the president of Swift; Hennessey, a branch manager for Swift; and Swensen met at Swift's warehouse in Nanuet, New York, to examine the sample fixture supplied by Franklin. At this meeting Sodora signed an order for the purchase of the fixtures. No delivery date was specified in the order, which read in part as follows:

"992 4x4' RSD 640 Plastic Louvers 6/40 WRS ETL 227 Volt Universal Ballasts. To be supplied with necessary haging [sic] satisfactory to contractor. Louvers supplied with vinyl strips installed 42.50 ea. "2% 10. Net 30. "'Subject to Final Approval by Owner.' "As per [Franklin's] sample #F3967."

"Acknowledgement of this order is requested - advise shipping date."

This order was acknowledged on May 29, 1959 by Fullerton, the manager of Franklin's Norwalk branch. The acknowledgment contained the following terms:

"Ship by: Truck Prepay and Allow 1% 10th and 25th. Net 30 days.

"RSD 640 LF 4x4 white plastic louver shielding with vinyl hinges. 277 volt ballasts. Fixture depth 3 3/4" same as sample supplied on our F-3967.

Note: Wireways covers to be packed separately and not ...


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