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MCEVOY DIVISION OF SMIT INTERNATIONAL INC

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The facts of this case sound like the delight of a contracts professor, if no one else. Statoil, the Norwegian state oil company, planned to build oil rigs in the North Sea. McEvoy was to build Christmas trees for the rigs, and Axelson was to supply McEvoy with actuators, an important part of Christmas trees.2 McEvoy was unable at the time to make actuators that would satisfy Statoil's requirements, but Axelson was.In 1984 Axelson received an inquiry from Statoil about supplying it with the actuators. On July 12, Axelson sent a quotation, with all material terms, to McEvoy, with "note 18" stating that the quotation would remain valid for only 60 days. The "notes" were just enumerated terms and conditions. Note 20 required that Axelson approve any cancellations of orders accepted by Axelson and stated the usual common-law and U.C.C. formula for determining contract damages.3 McEvoy asked that various notes, including note 18, be modified. McEvoy also stated in this telex, "We expect no notes, which will be considered as exceptions, to apply...." In "Revision 1," a subsequent telex, Axelson extended the validity of the quotation under note 18 for an additional 60 days, as McEvoy had requested. Later, in "Revision 2," Axelson extended the validity of the quotation until December 31, 1984.

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