National Controls, Inc. v. Commodore Business Machines, Inc.

Facts

The Respondent, National Controls, Inc. (the "Respondent"), commenced a breach of contract action against the Appellant, Commodore Business Machines, Inc. (the "Appellant"). The Respondent is a manufacturer of electronic weighting and measuring devices. The Respondent sells certain of their products, model 3221 electronic microprocessor technology load cell scale (the "3221") to cash register manufacturers. Otherwise known as original equipment manufacturers ("O.E.M."). The 3221 is not in inventory, but built specific to order based on the needs of the O.E.M. In November 1989, the Appellant by telephone agreed to purchase one 3221. In December 1980, the Appellant ordered and paid for four more scales by telephone. In March 1981, an employee of the Appellant, Terry Rogers, order thirty more 3221 scales from one of the Respondent's employees, Wiggins. For these three transactions, the Respondent never received purchase orders, only a purchase order number on the phone. On March 31, 1981, Terry Rogers placed a firm order for 900 more 3221 scales. The delivery schedule was as follows: "50 to be delivered in May, 150 in June, 300 in July, and 400 in August." For the March 31, 1981 Order, Wiggins sent the Appellant a sale order. This sale order was also sent to the Respondent's Florida manufacturing facility, which began constructing the units. The Appellant received delivery of the first 200 units, and in June of 1981, 300 more units were ready to ship. Also around June of 1981, the manufacturer had almost completed the final 400 units. However, the Appellant only accepted delivery of the first 50 scales and "did not [accept] or pay for the remaining 850 units." The remaining 850 units were sold to an existing O.E.M customer. Testimony showed that the Respondent had the capability to "more than double its output of 3221's".