Venture sells cosmetic products through direct-response marketing. Colt manufactures and sells…

Venture sells cosmetic products through direct-response marketing. Colt manufactures and sells plastic containers for cosmetic products. In 1994, Venture approached Colt seeking to purchase plastic containers for its line of cosmetic products. Meetings were held between representatives of both Colt and Venture…. When all of these issues were settled, Venture began placing orders with Colt. In its business, Colt uses a number of forms including a Quotation/Proposal Form (Proposal Form) and an Invoice Form (Invoice)…. Between 1994 and September 1995, Venture ordered from Colt, and Colt manufactured and shipped, plastic containers for Venture's cosmetic products…. Venture placed orders with Colt using a purchase order. After manufacturing and shipping the plastic containers requested in the various purchase orders. Colt sent an Invoice to Venture requesting payment. The Invoice stated that payment was “due 30 days from the Invoice date,” and “amounts 30 days past due [were] subject” to twelve percent annual interest. This period of time passed with the two companies transacting without incident. However, in August and early September 1995, Venture felt as if there were problems. The deliveries were arriving late, and Colt refused to increase Venture's line of credit. To resolve these issues, Venture requested a meeting with Colt. At this meeting, Colt assured Venture it would resolve the concerns raised by Venture. Based on these assurances, on September 21, 1995, Venture sent a purchase order to Colt for plastic containers totaling 5339,996.25. The purchase order specified exact quantities, exact prices for each quantity, and the total price. In addition, the purchase order explicitly specified the location where the products should be shipped and stated: “Please notify us immediately if this order cannot be shipped complete on or before 11/03/95.” Colt never sent an acknowledgment to Venture but began to manufacture the plastic containers requested in the purchase order. Between late February and early March 1996, Colt shipped plastic containers aggregating $47,922.18 to Venture in a series of shipments. Colt also sent Invoices for each shipment to Venture. Venture never paid Colt for these deliveries and did not give notice to Colt of any defects in the delivered goods within the

thirty-day period required by the Proposal Form. Colt continued to manufacture plastic containers totaling $122,799.59 after the deadline date for delivery specified in Ventures purchase order. Because of the out-standing balance owed by Venture, Colt never shipped these plastic containers to Venture. ne Coilst, but because these could of these products to third pa these plastic containers were specially manufactured u for Venture, they were difficult to sell on the open market. Consequently, Colt continues to hold in its inventory $108,793.84 in plastic containers manufactured for Venture. On December 30, 1996, Venture filed this suit against Colt in the Circuit Court of Maryland for Baltimore County alleging breach of contract…. Colt removed the case to the United States District Court for the District of Maryland based on diversity jurisdiction. Colt filed a counterclaim alleging breach of contract and seeking $47,922.18 plus interest for the plastic containers sent to Venture and 5108,793.84 for the plastic containers specially manufactured for, but not sent to Venture. Both parties moved for summary judgment with respect to all claims. The district court granted Colt's motion for summary judgment, and therefore, entered judgment in favor of Colt on Venture's claims and on Colt's counterclaim…. On appeal. Venture contends the district court erred when it granted summary judgment in favor of Colt…. The panics agree that a contract existed for the sale of plastic containers amounting to 5339.996.25. but vigorously dispute which terms control the sale. According to Venture, a $339,996.25 contract for plastic containers was formed when it sent its purchase order to Colt and Colt began to manufacture the plastic containers. Venture further maintains that Colt breached the contract by: (1) delivering defective plastic containers: (2) delivering damaged plastic containers; (3) failing to deliver the plastic containers by the agreed upon dates; (4) failing to extend Venture a volume purchase discount: and (5) failing to extend Venture's line of credit. In response, Colt contends that a 5339.996.25 contract for plastic containers was formed when Colt sent its Proposal Form to Venture and Venture sent its purchase order to Colt. According to Colt, Venture breached the contract when it failed to make payment for the plastic containers that were manufactured and delivered to Venture. Colt further maintains that it never breached its contract with Venture because the plain language of the Proposal Form disposes of Venture's breach of contract allegations. The district court granted summary judgment in favor of Colt on Venture's breach of contract claim, concluding that a contract was formed when Colt sent the Proposal Form to Venture and Venture sent the purchase order for 5339,996.25 of plastic containers to Colt. Further, the district court concluded that Venture breached the contract when it failed to make payment for the plastic containers that Colt manufactured and delivered to Venture. Finally, the district court concluded that Colt did not breach its contract with Venture because the plain language of the Proposal Form was dispositive of Venture's breach of contract allegations…. Under Maryland common law, an offer is “a expression by the offeror … that something over which he at least assumes to have control shall be done or happen or shall not be done or happen if the conditions stated in the offer are complied with.” An offer must be definite and certain. Further, the intention of the parties is one of the primary factors when deciding whether an offer was made. Therefore, the facts and circumstances of each particular case are crucial. In this case, Coles Proposal Form was an offer. From 1994 through September 1995, Venture placed purchase orders with Colt for various plastic containers. Throughout this period, Colt sent numerous Proposal Forms to Venture. The Proposal Form explicitly sought acceptance by means of a purchase order. In conformity with this condition, Venture placed all of its orders by means of purchase order. Venture always abided by Colt's terms and never objected to them. Accordingly, we agree with the district court that Colt's Proposal Form was an offer made to Venture. The Code states that once a certain and definite offer is made, acceptance may be made in any manner that is reasonable. However, an offeror may be particular about the appropriate means of acceptance. Here, Colt's Proposal Form was explicit: the proposal -may be accepted only by written purchase order.” Venture abided by this requirement when it submitted its purchase order on September 21, 1995, accepting Colt's offer, thus creating a binding contract between the two companies under the terms of Colt's Proposal Form. Having determined that Colt's Proposal Form constituted a valid offer and Venture's purchase order constituted a valid acceptance, thereby creating an enforceable contract, we agree with the district court that the con-tract's termsare dispositive of Venture's breach of contract claim. Accordingly, for the reasons stated above, the district court appropriately granted summary judgment in favor of Colt on Venture's breach of contract claim. Turning to Colt's counterclaim for breach of con-tract, the district court awarded Colt 547,922.18 plus 57,524.50 in interest for the plastic containers Colt manufactured and shipped to Ventura Because Venture accepted the shipment, did not object to the quality, and did not make payment, Colt was entitled to summary judgment on its counterclaim for these damages. Further, because the explicit terms of the Invoices sent to Venture by Colt allow interest at a twelve percent annual rate beginning sixty days after the date the Invoice was due, the district court correctly awarded the sales price and interest to Colt in the total amount of $55,446.68. Colt is also entitled to damages for the plastic containers that it manufactured specifically for Venture. The aggregate contract price for these plastic containers is 5122,799.59. Colt has sold some of these containers on the open market but still has 5108,793.84 of the plastic containers manufactured for Venture in its inventory. The district court correctly awarded this amount to Colt. We conclude that the district court properly granted summary judgment in favor of Colt on Colt's counterclaim for breach of contract. The district court properly awarded Colt: (1) 555,446.68 (sales price and interest) for the plastic containers delivered to Venture; and (2) 5108,793.84 for the plastic containers that Colt specially manufactured for Venture and has been unable to sell on the open market…. For the reasons stated herein, the judgment of the district court is

1. In what businesses are Venture and Colt involved? abided by this requirement when it submitted its purchase order on September 21, 1995, accepting Colt's offer, thus creating a binding contract between the two companies under the terms of Colt's Proposal Form. Having determined that Colt's Proposal Form constituted a valid offer and Venture's purchase order constituted a valid acceptance, thereby creating an enforceable contract, we agree with the district court that the contract's terms are dispositive of Venture's breach of contract claim. Accordingly, for the reasons stated above, the district court appropriately granted summary judgment in favor of Colt on Venture's breach of contract claim. Turning to Colt's counterclaim for breach of contract, the district court awarded Colt $4 7,922.18 plus $7,524.50 in interest for the plastic containers Colt manufactured and shipped to Venture. Because Venture accepted the shipment, did not object to the quality, and did not make payment, Colt was entitled to summary judgment on its counterclaim for these damages. Further, because the explicit terms of the Invoices sent to Venture by Colt allow interest at a twelve percent annual rate beginning sixty days after the date the Invoice was due, the district court correctly awarded the sales price and interest to Colt in the total amount of $55,446.68. Colt is also entitled to damages for the plastic containers that it manufactured specifically for Venture. The aggregate contract price for these plastic containers is $122,799.59. Colt has sold some of these containers on the open market but still has $108,793.84 of the plastic containers manufactured for Venture in its inventory. The district court correctly awarded this amount to Colt. We conclude that the district court properly granted summary judgment in favor of Colt on Colt's counterclaim for breach of contract. The district court properly awarded Colt: (1) $55,446.68 (sales price and interest) for the plastic containers delivered to Venture; and (2) $108,793.84 for the plastic containers that Colt specially manufactured for Venture and has been unable to sell on the open market …. For the reasons stated herein, the judgment of the district court is.

Case Question

1. In what businesses are Venture and Colt involved?

2. According to the court, who is the  and the  in this case?

3. What are the actual offer and acceptance in this factual situation?

4· How does the answer to the preceding question impact the conclusion of which party is entitled to a finding 111 Its favor?

5. Which party is liable to the other?