Egan Machinery Co. v. Mobil Chemical Co.

Summary

The court held that the parties formed a contract through an exchange of purchase-order documents under Connecticut's version of UCC § 2-207. It further held that the seller's indemnity provision was an additional term excluded by the buyer's express limitation of acceptance, and granted the defendant's renewed motion for summary judgment.

Holdings

1. An acceptance does not become a counteroffer merely because it states that acceptance is conditioned on the other party's acceptance of additional or different terms; the offeree must explicitly and clearly state an unwillingness to proceed unless the offeror assents to those terms. Egan's acknowledgment did not satisfy that requirement.
2. Egan's indemnity provision was an additional term and did not become part of the contract because Mobil's purchase order expressly limited acceptance to its stated terms and rejected additional or different terms unless expressly agreed to in writing.
3. Mobil was entitled to summary judgment because the contract documents unambiguously excluded Egan's indemnity provision.

Questions Presented

1. Whether Egan's order acknowledgment was a conditional acceptance that operated as a counteroffer under UCC § 2-207(1), preventing contract formation by the exchange of forms.
2. Whether a contract was formed by the exchanged documents despite Egan's language conditioning acceptance on Mobil's assent to Egan's standard conditions.
3. Whether Egan's indemnity provision became part of the contract under UCC § 2-207(2).
4. Whether Mobil was entitled to summary judgment because the unambiguous contract documents excluded the indemnity provision.

Disposition

affirmed