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 the history of relations between the firms.
Held: The appeal succeeded. The traditional offer and acceptance analysis (the last set of terms applies) must be adopted unless the documents passing between the parties and their conduct show that their common intention was that some other terms were intended to prevail. The evidence here was not sufficient to displace the standard analysis.
Pill LJ said: ‘it is not possible to lay down a general rule that will apply in all cases where there is a battle of the forms. It always depends on an assessment of what the parties must objectively be taken to have intended. But where the facts are no more complicated than that A makes an offer on its conditions and B accepts that offer on its conditions and, without more, performance follows, it seems to me that the correct analysis is what Longmore LJ has described as the ‘traditional offer and acceptance analysis’, ie that there is a contract on B’s conditions.’
Pill, Dyson, Longmore LJJ
 EWCA Civ 1209
England and Wales
Cited – Butler Machine Tool Co Ltd v Ex-Cell-O Corporation CA 25-Apr-1977
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 . .
Cited – Gibson v Manchester City Council CA 1978
The parties disputed which terms of a contract applied.
Held: Lord Denning MR rejected the conventional approach of looking to see whether upon the true construction of the documents relied upon there can be discerned an offer and acceptance: . .
Cited – Gibson v Manchester City Council HL 8-Mar-1979
The plaintiff sought specific performance of what he said was a contract for the sale of land.
Held: The appeal succeeded. In a case where a contract is alleged to have been made by an exchange of correspondence between the parties, in which . .
Cited – Great Northern Railways v Avon Insurance 2001
A court may rely on post-contract correspondence when it has to determine what the terms of a contract are (rather than what those terms mean). . .
Lists of cited by and citing cases may be incomplete.
Updated: 05 August 2022; Ref: scu.380327