Wisconsin Knife Works v. National Metal Crafters

Facts

National Metal Crafters (Defendant) sought to manufacture spade bit blanks for Wisconsin Knife Works (Plaintiff). After negotiations, Plaintiff sent Defendant six purchase orders. On the back of the purchase orders was language prohibiting modification of the contract unless it was made in a writing signed by Plaintiff’s representative. The purchase orders had blank spaces for the dates of delivery. Defendant sent written acknowledgments of the first two purchase orders and provided a list of delivery dates. Defendant thereafter orally provided delivery dates for the next four purchase orders. Defendant missed the delivery deadlines in October and November 1981. On January 13, 1983, Plaintiff informed Defendant that the contract was terminated and brought this breach of contract suit, alleging that Defendant had breached the delivery provisions. Defendant countered that the dates it provided were not intended to be firm deadlines and that Plaintiff had orally agreed to extend them. The judge tasked the jury with deciding whether the contract had been modified and, if so, whether the modified contract had been breached. The jury found the contract had been modified and that the contract as modified had not been breached. The trial court dismissed Plaintiff’s complaint.