Butler Machine Tool Co Ltd v Ex-Cell-O Corp [1977]

Court: Court of Appeal

Facts: Butler Machine Tool offered to sell machinery to Ex-Cell-O using their standard terms, which included a price variation clause. Ex-Cell-O accepted the offer but with their own standard terms, omitting the clause. Butler completed a tear-off slip indicating acceptance, but later claimed the price increase, citing their original terms.

Issue: In a battle of forms, whose terms govern the contract?

Held: The Court of Appeal ruled that Ex-Cell-O's terms governed the contract, and Butler's price variation clause was ineffective. The last form sent and accepted without objection determines the contract terms.

Key Judicial Statement: Lord Denning emphasized the need to examine all exchanged documents in a "battle of forms" to establish the material terms of the agreement, disregarding irreconcilable clauses.

💡Leveluplaw: In a battle of forms, the contract is formed based on the final document accepted without objection. Parties must clearly communicate their terms to avoid confusion.