The plaintiff offered to sell a machine tool to the defendant. The offer said that its terms had precedence over any terms in the buyer’s order, and contained a clause allowing a price variation. The defendant’s order form allowed no variation, and said that its own terms applied. They refused to pay a varied price as requested by the plaintiffs. The defendant appealed a finding that the variation had been properly imposed.
Held: The defendant’s appeal succeeded. The multiple letters had to be read as a whole and single document.
Lord Denning MR said: ‘I have much sympathy with the judge’s approach to this case. In many of these cases our traditional analysis of offer, counter-offer, rejection, acceptance and so forth is out-of-date. This was observed by Lord Wilberforce in New Zealand Shipping Co Ltd v AM Satterthwaite. The better way is to look at all the documents passing between the parties and glean from them, or from the conduct of the parties, whether they have reached agreement on all material points, even though there may be differences between the forms and conditions printed on the back of them. [Applying Brogden v Metropolitan Railway Co (1877)] it will be found that in most cases when there is a ‘battle of forms’ there is a contract as soon as the last of the forms is sent and received without objection being taken to it. Therefore, judgment was entered for the buyers.’
Judges:
Lord Denning MR, Lawton LJ, Bridge LJ
Citations:
[1979] 1 All ER 965, [1979] 1 WLR 401, [1977] EWCA Civ 9
Links:
Jurisdiction:
England and Wales
Citing:
Cited – New Zealand Shipping Co Ltd v A M Satterthwaite and Co Ltd (The Eurymedon) PC 25-Feb-1974
The Board considered the extent to which an exclusion clause in a bill of lading could be relied on by the third party stevedore, an independent contractor employed by the carrier, who was sued by the consignees of goods for negligently damaging the . .
Cited by:
Cited – Tekdata Interconnections Ltd v Amphenol Ltd CA 19-Nov-2009
The court considered which of two sets of contractual terms applied. The parties had dealt with each other over a long period. Under standard offer and acceptance the seller’s terms would apply. The buyer appealed, saying the court should look to . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 10 July 2022; Ref: scu.251175
