Contracts/Variant Acceptances

3. Browne & Assoc., a San Francisco company, orders from U.S. Electronics, a New York company, ten thousand electronic units. Browne & Assoc.’s order form provides that any dispute would be resolved by an arbitration panel located in San Francisco. U.S. Electronics executes and delivers to Browne & Assoc. its acknowledgment form, which accepts the order and contains the following provision: “All disputes will be resolved by the State courts of New York.” A dispute arises concerning the workmanship of the parts, and Browne & Assoc. wishes the case to be arbitrated in San Francisco. What result?

4. Explain how the result in problem 3 might change if the U.S. Electronics form contained any of the following provisions:

(a) “The seller’s acceptance of the purchase order to which this acknowledgment responds is expressly made conditional on the buyer’s assent to any or different terms contained in this acknowledgment.”
(b) “The seller’s acceptance of the purchase order is subject to the terms and conditions on the face and reverse side hereof and which the buyer accepts by accepting the goods described herein.”
(c) “The seller’s terms govern this agreement-this acknowledgment merely constitutes a counteroffer.”

 

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