The Battle of the Forms

The recent case of Tekdata Interconnections Ltd v Amphenol Ltd has illustrated that even after a 20-year business relationship, the traditional offer and acceptance contractual analysis will be adopted by the courts where there is a dispute.

In this case the district judge at the first hearing had ordered that the contractual relationship between the two parties was on the buyer's terms based on the parties' intentions and relationship and the seller appealed.

The two parties contracted for the supply of connectors. When the buyer wanted to purchase goods from the seller it would send a purchase order enclosing a copy of its terms and conditions. The seller would acknowledge the order and include a copy of its terms and conditions with the acknowledgement. As mentioned, in this instance, the district judge ignored traditional contract analyses and said that the contract was on the buyer's terms as this is what was intended.

The Court of Appeal disagreed saying that the traditional offer and acceptance analysis had to be adopted unless the documents passing between the parties and their conduct showed that their common intention was that some other terms were intended to prevail.

That traditional analysis would mean that the terms on the seller's acknowledgement would be the terms on which the parties contracted. Although the court said that a long term relationship and the conduct of the parties might be strong enough to displace the traditional offer and acceptance analysis, the circumstances were not strong enough to do so in this case - despite a 20-year relationship!

For more information, please contact Emma Anderson on emma.anderson@harveyingram.com or call 0116 257 6141.