Missouri Court of Appeals
770 S.W.2d 416 (1989)
Facts: Oi... the companies did the same old rigamarole of ignoring each other's forms. Brown sold a machine to Hercules using this amazing process. A Hercules employee sued Brown for injuries sustained working at the machine in Hercules' plant. Case turns on which form was the contract or held the controlling terms, since that would indicate who could be held liable. Brown settled the case and then sued Hercules, saying that Hercules should have been liable by the "contract."
Procedure: Trial court found for Brown; Hercules appeals.
Issue: Did Brown's acknowledgment containing the indemnity provision constitute a counter offer, of an acceptance of Hercules' offer with additional/different terms?
Holding: Yes.
Reasoning: Brown's machine order acknowledgment is not a counter offer, so it must be an acceptance with different terms. Since Hercules' purchase order specifically limited it to the stated terms, Brown's terms fall into the abyss.
2 comments:
Might want to add why the terms are disregarded. It's a classic battle of the forms and UCC 2-207 applies.
This was a contract for the creation of a machine (future good).
UCC Article 2 (2-207) applies to transactions of goods that are existing and identifiable at the time of the contract.
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