CASE
BRIEF
Butler Machine Tool Co. Ltd v. Ex-Cell-O
Corporation (England) Ltd
CITATION:
[1977] EWCA Civ 9
CONTRACT –
OFFER AND ACCEPTANCE – TERMS AND CONDITIONS
Facts:
- On 23rd May 1969, the
sellers made an offer to sell a machine tool for $75,535, with delivery to be
made in 10 months.
- On 27th May 1969, the
buyers responded by placing an order for the machine.
- The sellers provided an
acknowledgement of receipt to the buyers, stating that they "accept your
order on the terms and conditions" specified.
- On 5th June, the
sellers signed the acknowledgement and sent it to the buyers as a letter.
- At the time of
delivery, the sellers noticed an increase in the price of the machine by
$2,892.
- The buyers refused to
pay the increased price.
- The sellers initiated
legal action, claiming they were entitled to increase the price under a price
variation clause in their original offer.
- The buyers contended
that it was a fixed-price contract.
- The judge determined
that the contract was concluded on the basis of the buyer's terms.
Issues:
- The main issue was
whether the contract was based on the seller's terms (including the price
variation clause) or the buyer's terms (fixed price).
Judgments:
1. Judgment by Lord Denning MR:
- Lord Denning found that the decisive
document was the acknowledgment of 5th June 1969.
- He concluded that the contract was on the
buyer's terms, not the seller's terms, and ruled in favor of the buyers.
2. Judgment by Lawton LJ:
- Lawton LJ agreed with Lord Denning's
judgment.
3. Judgment by Bridge LJ:
- Bridge LJ also concurred with Lord Denning
and Lawton LJ, and ruled in favor of the buyers.
SUMMARY:
All three judges agreed
that the contract was based on the buyer's terms, as evidenced by the
acknowledgment of 5th June 1969. Therefore, the judgment was in favor of the
buyers.
AUTHOR:
SRIVATHSA EKALAVYA YEEDU
1st YEAR STUDENT AT
NATIONAL LAW UNIVERSITY KOLKATA (WBNUJS)
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