Irving BTM Case 2

BTM Case 2

Recitals (objective of parties)

The parties are interested in entering into an agreement for the sale and acquisition of 400 tonnes of RE34 grade steel used in marine vehicle construction (shipbuilding)

Irving Corporation (hereafter referred to as "Irving") is a ship-building company. They purchase finished strengthened steel from Alco Corporation, a steel fabricator, (hereafter referred to as "Alco") on a fairly regular basis.

Terms of Reference

EOB means End of Business

Offer to Purchase Sent by fax January 23, 2018, 9 a.m. AST (7 am Winnipeg time), Irving Corporation, Halifax, Nova Scotia.

[1] Terms of Offer

To Alco Steel, Winnipeg, Manitoba, Canada.

Offer to Purchase 400 tonnes of Alco RE34 steel sheets at $3400.00 per ton. for a total amount of $1,360,000.00 cdn.

To be delivered FOB to the Irving Halifax warehouse at 534 Cove Bay, Halifax, Nova Scotia no later than February 2, 2018, EOB.

This offer will remain open until EOB, January 31st, 2018.

Written acceptance must be received at our Halifax office by EOB January 31st, 2018

[2] Offer by fax, was received by Alco on January 23rd at 7:03 am CST

[3] On January 28th, Alco accepted Irving's offer and sent written acceptance by courier to Irving's Halifax office as directed by the offer but added with SR instructions. (Signature Required)

[4] On January 30th at 8:50 am AST, Irving was presented with a different offer by fax, from SteelCo Steel Ltd. out of Winnipeg, Manitoba, (hereafter referred to as "SteelCo") offering to sell to Irving 400 tonnes of RE34 grade steel at $3,212.00 per ton, delivered FOB to Irving Feb 2, 2018, by EOB, with the condition that the special price offer must be accepted by 3 pm CST that day.

[5] On January 30th Irving accepted the offer from Steelco - and sent acceptance by fax to SteelCo Winnipeg offices on January 30th at 1:15 pm AST. The Irving acceptance was received by SteelCo in Winnipeg at 11:18 am CST.

[6] On January 30th Irving faxed Alco revoking the offer of January 23rd, 2018. Fax was sent at 1 pm AST received by Alco fax machine at 11:03 am CST. It was not noticed until 12 noon CST.

[7] On January 30th, that same day, at 12:56 pm AST, the courier attends the front desk of Irving offices to deliver Alco's written acceptance but is not able to secure the required signature until 1:07 pm AST.

[8] Irving has considered this matter at an end and is refusing to accept any Alco deliveries. Alco is now considering litigation.

Supplemental Questions

Q 1. What kind offer was sent to Alco Steel from Irving Ship Builders? Q 2. a) What are some of the terms that might need to be implied and, b) How could the parties have prevented the imposition of implied terms.