Tekdata Interconnections Ltd v Amphenol Ltd [2009]

Court: Court of Appeal

Facts: The buyer issued a purchase order with its own terms and conditions. The seller responded with an acknowledgment that included its own terms and conditions. The buyer received the goods but did not expressly accept the seller’s terms. The High Court initially ruled that the contract was governed by the buyer’s terms. The central issue was determining which party's terms governed the contract.

Issue: Whether the contract was governed by the buyer’s or the seller’s terms and conditions.

Held: The Court of Appeal allowed the seller’s appeal, ruling that the seller’s terms applied because it was the last shot fired in the battle of forms. The Court emphasized that while the general rule is that the last set of terms sent and not objected to by the other party prevails, an exception exists if the common intention of the parties indicates otherwise. If it is evident that both parties intended the buyer’s terms to apply, then those terms could be considered, but this was not the case here.

Key Judicial Statement (s): Longmore LJ stated, “If, however, it is clear that neither party ever intended the seller’s terms to apply and always intended the purchaser’s terms to apply, it is conceptually possible to arrive at the conclusion that the purchaser’s terms are to apply.” He also noted, “The traditional offer and acceptance analysis must be adopted unless the documents passing between the parties and their conduct show that their common intention was that some other terms were intended to prevail.” Dyson LJ emphasized, “The rules which govern the formation of contracts have been long established and they are grounded in the concepts of offer and acceptance. So long as that continues to be the case, it seems to me that the general rule should be that the traditional offer and acceptance analysis is to be applied in battle of the forms cases.”

💡Leveluplaw: this case reinforces the principle that in a battle of forms, the last set of terms sent typically prevails. However, if evidence shows that both parties intended a different set of terms to govern the contract, then those terms may be considered. The case highlights the importance of clear communication and mutual intent in contract formation, particularly in commercial transactions involving conflicting terms.