Egan Machinery Co. v. Mobil Chemical Co.
Facts:
Plaintiff submitted two quotations in response to defendant's request for bid on a precoater. These quotes describe the precoater's components in detail, the precoater's operation, and the materials to be supplied by each party. Defendant submitted a purchase order to plaintiff in response, with language saying it limited the terms expressly limited acceptance to the terms set therein. In response, plaintiff submitted and order acknowledgment, which provided that the order was accepted on the condition that their standard conditions of sale were accepted. Their standard conditions said that the purchaser could not hold plaintiff liable if the purchaser did not follow the proper safety procedures. One of defendant's employees was then injured while using the precoater, who sued and won against plaintiff.
Procedural History:
This court dismissed a prior motion for summary judgment without prejudice.
Issue:
Was a contract formed and did it include the additional term?
Plaintiff's Argument:
No contract was formed by the exchange of documents because its conditional acceptance clause meets the specificity requirement of UCC § 2-207(1)'s exception provision. A contract was instead formed by the conduct of the parties, which made it a genuine issue of material fact to be filed by the UCC's gap fillers of custom and usage. Summary judgment was then inappropriate.
Defendant's Argument:
A contract was formed by the exchange of documents because plaintiff failed to explicitly declare its unwillingness unless its conditions were accepted. The indemnity provision did not become part of the contract because it was an additional term that the defendant rejected by not expressly assenting to it.
Rule:
UCC § 2-207
Reasoning:
Plaintiff's acknowledgment did not have sufficiently explicit language to was to declare the plaintiff's intention to abort the contract unless. It did not declare in clear terms Without this at issue, plaintiff has no cause of action
Holding:
A contract was formed and it did not include the additional term.