Citation. 22 Ill.524 F. Supp. 546 (D. Del. 1981)
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The Plaintiff, Leonard Pevar Co. (Plaintiff), as a contractor for the State of Pennsylvania, sought out quotes for the purchase of plywood from various product suppliers. The Defendant, Evans Products Co. (Defendant), provided the lowest quote and agreement was entered into that Defendant would supply Plaintiff with their plywood. Subsequently, the parties disagreed about the terms of their contract.
Synopsis of Rule of Law.
This case provides further illustration of the Battle of the Forms.
Facts.
Plaintiff contended that the contract was oral and that no mention of limitation of liability and warranty disclaimers were made. Plaintiff sent a written purchase order to Defendant, who replied by sending an acknowledgment of the order to Plaintiff, which contained boilerplate language of warranty disclaimer on the back of the document. Plaintiff contended that no disclaimer of warranty was made and brought suit for its losses. Defendant disagreed. Both parties brought Motions for Summary Judgment and the court remanded based on the fact that there was a genuine issue of material fact to be considered.
Issue.
This case presents the question of whether an agreement can be modified by a subsequent form.
Held.
Remanded for consideration.
The Court focuses on Section:2-207 of the Uniform Commercial Code (U.C.C.), which was written to eliminate the common law mirror image rule. This section stands for the proposition that additional terms can be added to agreements, as long as they do not materially alter the original agreement. Section 2-207 of the U.C.C. applies when oral agreements are confirmed in writing, when subsequent written documents are generated that do not contain identical terms and when the parties enter into conduct that implies the existence of a contract.
In this case, the Plaintiff contended an oral agreement was entered into and that the disclaimer of warranties were not original terms, while Defendant contends that its boilerplate contract was a final binding document. This is a genuine issue of material fact for a jury to consider.
Discussion.
When there are competing documents and agreements that could, on their face, be valid, there is always a genuine issue of fact for a jury to consider.
