Princess Cruises, Inc. v. General Electric Co.
United States Court of Appeals
143 F.3d 828 (4th Cir. 1998)
Facts: Princess scheduled a inspection and repair stop with GE. They negotiated on the terms and settled on GE's last proposal. During the course of repairs, there were delays that caused Princess to have to cancel a Christmas and Easter cruise. Princess sued for breach of contract.
Procedure: Trial court found for Princess. GE renewed a motion for a verdict as a matter of law and was denied; GE appeals.
Issue: Should a court rely on the UCC for a contract primarily for services?
Holding: No, common law applies.
Reasoning: UCC doesn't apply to admiralty law regardless of the nature of the transaction, i.e. goods v. services matters. The contract was in fact primarily for services. Thus, common law principles of form apply, so GE's form was the only one the jury should have used in calculating damages, and that form limited GE's liability. "We reverse the district court's decision denying GE's motion for judgement as a matter of law and remand for entry of judgment against GE in the amount of $231,925.00, interest to accumulate from the date of the original judgment.
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1 comment:
This case (to make it more explicit) demonstrates the common law "last shot" rule which states that the last offer's terms and conditions are the terms of the contract if the offeree explicitly or implicitly agreed by performance (lack of any conduct which indicated an objection) and made no material objection to the terms in order to demand revision, give another counter-offer, or refuse. This rule operates on implied consent and tends to favor sellers because they often send the last form.
Contrast with UCC Sec. 2-207(1): if a counter-offer looks like an acceptance and does not make explicit the modified terms then the terms are not a part of the contract.
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