Battle of the Forms
Battle of the Forms
A legal idea that appears in the context of contract creation is known as "The Battle of the Forms." When two parties negotiate and try to create a contract by exchanging legally incompatible standard form papers, such purchase orders and acceptance forms, this happens. Each side in this scenario is attempting to enforce its own terms and conditions, resulting in a collision between the forms' conflicting clauses. When it is unclear which set of terms should control a contractual relationship, the Battle of the Forms dilemma often occurs. Depending on the jurisdiction, courts resolve this problem by using various legal concepts, such as the "last shot rule" to identify which party's conditions prevail. This issue serves as a reminder of how crucial it is to communicate clearly, use good contracting procedures, and comprehend applicable laws in order to prevent ambiguities and conflicts in commercial agreements.
General Principle: When accepting a contract, the agreeing party accepts the terms and conditions of the offeror. This is also known as the ‘last shot’ rule.
Butler Machine Tool Co. Ltd v Ex Cell O Corporation ltd [1979] WLR 401
Facts: The sellers responded to the buyers, who were interested in purchasing a machine, by sending them a quote as to how much it would cost to supply it to them. The quote was given on the conditions that the sellers gave. These, it was written, were to be followed above any other terms and conditions that the buyers put in for their order. These clauses contained a price variation clause. The buyers made an order, but letter they sent contained a number of contradictory conditions. In particular, they did not put in a price variation clause. At the bottom of the order was a tear offer confirmation slip that had been put in on the intention of the buyer’s terms. The sellers completed this tear off confirmation slip and sent it back. The sellers then asserted that they would now be allowed to make variations to the contract price. Ratio: The Court of Appeal rejected this claim. Their reasoning for rejecting the claim was that the sellers had willingly and expressly accepted the buyer’s terms on the tear off slip. They had accepted the buyers “last shot”. Lord Denning stated: “In some cases, it is decided by who gets there first. If the offeror intends to sell at a named price on the terms and conditions stated and the buyer orders the goods intending to accept the offer, if the difference is so material that it would affect the price, the buyer ought not to be allowed to take advantage of the difference unless he brings it to the attention of the seller”. Application: When a party communicates acceptance to an offer, he impliedly accepts the terms and conditions of the offeror.
LAW BOOKS
Law Tutor offers the most complete and up-to-date legal education publications on the market. Use the legal textbooks from the Contract Law Core Series, which were compiled by legal Tutor, a lawyer who has worked as both a law professor and a barrister. Because they offer example answers, the books in our Contract Law Q&A Series will help you prepare for examinations more easily.
