St. Charles Cable TV (St. Charles) was building a new cable television system in Louisiana. It contacted Eagle Comtronics, Inc. (Eagle), by phone and began negotiating to buy descrambler units for its cable system. These units would allow St. Charles’s customers to receive the programs they had paid for. Although no written contract was ever signed, St. Charles ordered several thousand descramblers. The descramblers were shipped to St. Charles, along with a sales acknowledgment form. St. Charles made par-tial payment for the descramblers before discovering that some of the units were defective. Eagle accepted a return of the defective scramblers. St. Charles then attempted to return all the descramblers, asking that they be replaced by a newer model. When Eagle re-fused to replace all the old descramblers, St. Charles stopped paying Eagle. Eagle sued St. Charles, claiming that no valid contract existed between the parties. Is there a valid sales contract? St. Charles Cable TV v. Eagle Comtronics, Inc., 687 F. Supp. 820, 1988 U. S. Dist. Lexis 4566 (United States District Court for the Southern District of New York)