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H Ltd manufactures parts used in electric vehicles. It has recently entered negotiations with a new car manufacturer to supply certain parts. In recent weeks there have been many messages exchanged between the businesses whereby both parties are trying to ensure that their own standard terms and conditions apply to the contract.
1. Can ‘battle of the forms’ be used to describe the above situation?
2. In such a situation, whose terms will apply to the contract?
Can I state that as the offeree already accepts, the contract will be governed by terms of the offeror?Thanks so much, sir Mike!
Yes, I believe that ‘battle of the forms’ adequately describes the situation. There’s a bit of an issue with ‘as the offeree already accepts, the contract will be governed by terms of the offeror?’
Acceptance is only effective where it is made ‘complete and unconditional’ Where the offer contains proposed clauses which are not to the liking of the offeree, that’s when battle commences. As to whose terms will apply to the final agreement, well, that depends. But that’s surely why there is the battle – each side wishing to impose their own preferences. And only when battle ceases (because there are no further contentious issues to resolve) will we determine the precise negotiated discussed terms that are present in the final contract.
OK?
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