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Corbin on Contracts

Copyright 2007, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

PART I FORMATION OF CONTRACTS

TOPIC A OFFER AND ACCEPTANCE

Supp. To CHAPTER 2 OFFERS: CREATION AND DURATION OF POWER OF ACCEPTANCE

1-2 Corbin on Contracts Supp. to § 2.32

Supp. to § 2.32 Part Performance and the Indifferent Offer

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(A) The following cases are noteworthy:

(1) Crossroads Ford Truck Sales, Inc. v. Sterling Truck Corp., 275 Ill. Dec. 257, 792 N.E.2d 488 (Ill. App. Ct. 2003) , reh'g denied, 2003 Ill. App. LEXIS 1009 (Ill. App. Ct. July 31, 2003) . As a franchised dealer of the defendant's trucks, the plaintiff signed an agreement promising to maintain an appropriate inventory of the trucks as well as repair parts and competent technicians. The agreement incorporated addenda including the addendum specifying the dollar amount of parts to be purchased and the dollar amount of trucks and parts to be kept in inventory. The plaintiff did not sign the addendum and claimed it was coercive. Finding nothing coercive in the defendant's specifications of that which the plaintiff, as a franchised dealer, had agreed to in general terms, the court held that the agreement made the addendum effective regardless of whether the plaintiff signed it. Relying on § 2-206(1)(a) of the Uniform Commercial Code in this contract, which was primarily a contract for the sale of goods, the court recognized that an offer may be accepted in any reasonable manner. Since the agreement signed by the plaintiff referred to addenda, the plaintiff accepted the offer for addenda by signing the main agreement. The signature line on the addendum was merely a suggested rather than prescribed manner of acceptance.

(2) Home Basket Co. L.L.C v. The Pampered Chef, Ltd., 2005 U.S. Dist. LEXIS 513 (D. Kan. Jan. 12, 2005) . The plaintiff, basket company, sold baskets to the defendant TPC. The transaction involved e-mails from TPC offering to buy baskets. The e-mails contained the quantity, price, shipment information and delivery dates. Each e-mail required acknowledgment through the TPC website that would include the terms and conditions on the TPC purchase order. The plaintiff would then go to TPC's website and complete TPC's purchase order through TPC's purchase order management system. Clicking the ''Accept P.O.'' button revealed TPC's terms and conditions which the plaintiff could then request to be changed. The plaintiff had requested changes in certain terms but not clause 17 that selected the Northern District of Illinois as the forum for any dispute. When a dispute arose, the plaintiff claimed that the forum selection clause was not part of the contract. The court began its analysis by restating the offer and acceptance mechanism under U.C.C. § 2-206 that allows an offer to be accepted in any reasonable manner, absent an unambiguous direction by the offeror as to a particular manner of acceptance. The court found that the TPC e-mails were offers to buy baskets, but the offers required a specific manner of acceptance, i.e., the use of the TPC website purchase order process. The plaintiff used this process at least nine times. The e-mail offer was not ambiguous because it alerted the plaintiff to the inclusion of the terms and conditions on the website. The plaintiff argued that it thought the e-mail terms and conditions were all inclusive. The court rejected this argument on the footing that parties have a duty to learn the terms of a contract before manifesting assent to it. The website required action by the plaintiff by clicking the ''Accept P.O.'' button which revealed the terms and conditions and allowed the plaintiff to reject them or request a change in them. The plaintiff manifested its assent to the terms and conditions, including the forum selection clause, and was bound thereby.