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Butler Machine Tool Co Ltd. v. Ex-Cell-O Corporation (England) Ltd. (1977) CA
A Butler Double Column Plane-Miller machine was offered for sale by the plaintiff seller to the defendant buyer on May 23, 1969. The standard terms of the vendor were included in the offer and were printed on the back. Among them was this one: "All orders are accepted only on the terms and conditions stated in our quotation." Any terms and conditions in the buyer's order shall be superseded by these terms and conditions.
The buyer then placed an order with a slip that said, "Please sign and return to Ex-Cell-O," along with the buyer's own regular terms. On the terms and circumstances indicated therein, we accept your order. On June 5th, the seller signed the slip, returned it, and included a covering note that read, "We take pride in confirming receipt of your official order. This is being supplied in compliance with our updated quote from May 23.We have enclosed your well filled order form acknowledgement. "No doubt a contract was then concluded," said Lord Denning. On what terms, though?
The machine was later manufactured by the vendor and given to the purchaser.
One of the seller's stipulations permitted price increases. The buyer refused to pay the seller's higher demand because the buyer's contract prohibited a price modification.
The lesser price was paid since the buyer's terms were upheld. The rationales that followed were stated.
According to Lord Denning MR, "our traditional analysis of offer, counter offer, rejection, acceptance, and so forth is out of date in many of these cases." A better approach would be to review all of the documents that are exchanged between the parties and determine whether or not they agree on all significant matters based on those documents or the parties' actions.
"As a matter of construction...the acknowledgment of June 5, 1969 is the decisive document," he declared. (II) In accordance with Hyde v. Wrench (1.2.1), Lawton and Bridge LJJ determined that the buyer's order constituted a counter offer, canceling the seller's prior offer. (III) Each of their three Lordships concurred that the seller's reference in the letter dated June 5th to the seller's quotation dated May 23rd should be understood to refer to the machine's identity and price, rather than the terms and conditions included in the quotation.
A Butler Double Column Plane-Miller machine was offered for sale by the plaintiff seller to the defendant buyer on May 23, 1969. The standard terms of the vendor were included in the offer and were printed on the back. Among them was this one: "All orders are accepted only on the terms and conditions stated in our quotation." Any terms and conditions in the buyer's order shall be superseded by these terms and conditions.
The buyer then placed an order with a slip that said, "Please sign and return to Ex-Cell-O," along with the buyer's own regular terms. On the terms and circumstances indicated therein, we accept your order. On June 5th, the seller signed the slip, returned it, and included a covering note that read, "We take pride in confirming receipt of your official order. This is being supplied in compliance with our updated quote from May 23.We have enclosed your well filled order form acknowledgement. "No doubt a contract was then concluded," said Lord Denning. On what terms, though?
The machine was later manufactured by the vendor and given to the purchaser.
One of the seller's stipulations permitted price increases. The buyer refused to pay the seller's higher demand because the buyer's contract prohibited a price modification.
The lesser price was paid since the buyer's terms were upheld. The rationales that followed were stated.
According to Lord Denning MR, "our traditional analysis of offer, counter offer, rejection, acceptance, and so forth is out of date in many of these cases." A better approach would be to review all of the documents that are exchanged between the parties and determine whether or not they agree on all significant matters based on those documents or the parties' actions.
"As a matter of construction...the acknowledgment of June 5, 1969 is the decisive document," he declared. (II) In accordance with Hyde v. Wrench (1.2.1), Lawton and Bridge LJJ determined that the buyer's order constituted a counter offer, canceling the seller's prior offer. (III) Each of their three Lordships concurred that the seller's reference in the letter dated June 5th to the seller's quotation dated May 23rd should be understood to refer to the machine's identity and price, rather than the terms and conditions included in the quotation.
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