Polytop Corp. v. Chipsco, Inc.

Brief Fact Summary.

Polytop appealed a trial court judgment that forced a mandatory arbitration provision after suing Chipsco for breach of contract.

Synopsis of Rule of Law.

An acceptance creates a contract when it is not expressly conditioned upon the original offeror’s agreement to the acceptance terms under Uniform Commercial Code § 2-207.

Facts.

Chipsco, Inc. prepared a price quotation for an injection mold to be purchased by Polytop, Inc. The price quotation had a mandatory arbitration provision. Polytop ordered the mold three weeks later and the purchase order stated that any additional terms offered by Chipsco were rejected unless assented into by writing. Polytop ordered a second mold. Polytop sued Chipsco for the poor quality of the molds and late delivery. Chipsco moved to stay the proceedings to comply with the arbitration provision. The trial court granted judgment to Chipsco.

Issue.

Under Uniform Commercial Code § 2-207, does an acceptance create a contract when it is not expressly conditioned upon the original offeror’s agreement to the acceptance terms.

Held.

Yes. The judgment of the trial court is affirmed. The contract includes the mandatory arbitration provision because Polytop rejected additional terms offered by Chipsco. The mandatory arbitration provision was already in the contract and was accepted by Polytop when they submitted a purchase order.

Discussion.

An acceptance creates a contract when it is not expressly conditioned upon the original offeror’s agreement to the acceptance terms under Uniform Commercial Code § 2-207. The contract may include terms that are different than the terms of the acceptance.