Tekdata Communications Ltd v Amphenol Ltd
The traditional offer and acceptance analysis governs a battle of the forms unless the parties clearly intended otherwise.
Facts
Tekdata bought connectors from Amphenol for many years to make cable assemblies for Rolls-Royce. Tekdata's purchase orders stated that they were subject to Tekdata's conditions of purchase. Amphenol responded with acknowledgements of order stating that the sale was subject to Amphenol's own conditions, which limited its liability. When defective connectors caused Tekdata to lose its contract with Rolls-Royce, Tekdata claimed damages, and the question was whose terms applied. The judge held that, because of the parties' long course of dealing and the underlying arrangements, they must have intended Tekdata's terms to govern.
Legal principle
The Court of Appeal allowed Amphenol's appeal and held that Amphenol's terms applied. Following Butler Machine Tool, the traditional offer and acceptance analysis should normally be applied in a battle of the forms, so Amphenol's acknowledgement was a counter offer accepted by Tekdata when it took delivery of the goods. Longmore LJ said that the traditional rule could be displaced only where the documents passing between the parties and their conduct showed a clear common intention that some other terms were to prevail, and that was not shown here. The decision emphasises the value of certainty in commercial dealings.
Related cases on offer and acceptance
- Adams v Lindsell (1818) 1 B & Ald 681
- Blackpool and Fylde Aero Club Ltd v Blackpool Borough Council [1990] 1 WLR 1195
- Brinkibon Ltd v Stahag Stahl und Stahlwarenhandelsgesellschaft mbH [1983] 2 AC 34
- Butler Machine Tool Co Ltd v Ex-Cell-O Corp (England) Ltd [1979] 1 WLR 401
- Byrne & Co v Van Tienhoven & Co (1880) 5 CPD 344
- Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256
- Dickinson v Dodds (1876) 2 Ch D 463
- Entores Ltd v Miles Far East Corp [1955] 2 QB 327
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