Mid-South Packers, Inc. v. Shoney’s Inc.

Facts

In April of 1982, Mid-South Packers, Inc. (plaintiff) and Shoney’s, Inc. (defendant) negotiated the sale of the plaintiff’s pork products to the defendant. The plaintiff submitted a proposal letter which set forth prices and terms of the meat, and stated that the plaintiff would inform the defendant 45 days before any price change, but did not express quantity or durational terms. In August of 1982, the plaintiff informed the defendant that it was immediately increasing the price to $0.10 per pound of meat based on an error in earlier calculations. After negotiations, the plaintiff agreed to increase the price to $0.07 per pound of meat. The defendant neither accepted nor rejected this new price. The defendant continued submitting orders at the old price, but paid the invoiced new price until its final order where the defendant offset the amount due by $26,208. This was the difference between the original price and the alleged overcharged price paid on previous orders. The plaintiff sued to recover the unpaid and moved for summary judgment.