Alpha Rolling Mill Corporation, by letter dated June 8, offered to sell Brooklyn Railroad Company two thousand to five thousand tons of fifty-pound iron rails upon certain specified terms, adding that, if the offer was accepted, Alpha Corporation would expect to be notified prior to June 20. Brooklyn Company, on June 16, by fax, referring to Alpha Corporation's offer of June 8, directed Alpha Corporation to enter an order for 1,200 tons of fifty-pound iron rails on the terms specified. The same day, June 16, Brooklyn Company, by letter to Alpha Corporation, confirmed the fax.

On June 18, Alpha Corporation, by telephone, declined to fill the order. Brooklyn Company, on June 19, wrote Alpha Corporation: "Please enter an order for 2,000 tons of rails as per your letter of the eighth. Please forward written contract. Reply." In reply to Brooklyn Company's repeated inquiries regarding whether the order for two thousand tons of rails had been entered, Alpha denied the existence of any contract between Brooklyn Company and itself. Thereafter, Brooklyn Company sued Alpha Corporation for breach of contract. Decision?