The opinion of the court was delivered by: MEANEY
This is an action upon a contract for the price of certian merchandise manufactured by plaintiff for defendant.
Plaintiff, the Egry Register Company, is a corporation of the State of Ohio, engaged in the manufacture and sale, among other things, of commercial stationery, business machines and supplies. The defendant, National Tool and Manufacturing Company, is a New Jersey Corporation. The amount in controversy exceeds the statutory requisite necessary to invoke this court's jurisdiction.
The cause of action arises out of a dispute between the parties as to the terms and conditions under which plaintiff manufactured for the defendant what are referred to as job labor cards. Plaintiff bases its claim on an alleged contract, under the terms of which it is contended that the defendant agreed to purchase 231,500 job labor cards for the agreed basic price of $ 7.04 per thousand and an additional charge of $ 23.59 for each 'change' which the defendant might require and direct.
Plaintiff claims additionally that it was compelled, at the request and direction of the defendant, to make 462 such 'changes' as a result of which bill in the total amount of $ 12,524.82 was rendered, but which defendant has refused to pay.
The preliminary negotiations between the parties, culminating in the placing of the order under the now disputed contract, were entered into in June of 1943 between Richard F. Pratt, as managing sales agent of the plaintiff company, and Fred F. Rogers, Jr., a slaesman for the Egry Register Company, and E. G. Leonard, the then purchasing agent for defendant, and Leon Lubkin, as chief cost accountant for the defendant company.
In the course of the discussions that followed, the representatives of the plaintiff company were taken through the defendant's plant or shop, where they were shown the working 'set-up' and the use to which the 'job' cards were to be put in the manufacture of machine gun parts. Suggestions were made by plaintiff's agents as to improvements that might be made in the printing, which ultimately appeared in the finished printed form. Discussions and suggestions for the card set-ups were continued over a protracted period with frequent personal meeting between the various parties.
As they were finally developed and agreed upon, the job labor cards were of uniform design, the greater portion of the substance being the same. In addition, individual portions of each group of 500 cards were to be imprinted with various job numbers and classifications as the defendant directed and required. The job classifications and numbers, referred to by plaintiff as 'changes' in the otherwise uniform design, constituted 462 in all, appearing in assorted combinations at seven different places on each card. The list of the 462 changes was sent to the plaintiff by the defendant when it had determined the required designations.
As finally agreed upon, the cards were in triplicate, containing carbon inserts. They were of uniform design over the greater portion, with each group of 500 having a variation of the changes imprinted at seven different places.
When the final form had been determined and the list of changes submitted, Pratt acting for the plaintiff, wrote a letter to the defendant under date of August 16, 1943, setting forth the terms and conditions under which the plaintiff would undertake the printing contract.
Since the court deems that letter and the response thereto, under date of August 23, 1943, controlling, both will be set forth in full:
'The Egry Register Company, Dayton, Ohio.
'Newark N.J. Sales Agency