TRW v Panasonic Industry Europe [2021]
Court: Court of Appeal
Facts: TRW Ltd v Panasonic Industry Europe GmbH [2021] EWCA Civ 1558 involved a dispute over whose standard terms governed a supply contract between TRW and Panasonic. Panasonic required TRW to sign a 'customer file' document acknowledging Panasonic’s general conditions, which specified German jurisdiction and exclusive terms unless TRW’s conditions were explicitly agreed upon. TRW’s purchase orders, however, insisted on their own conditions with English jurisdiction. When a dispute arose over defective resistors, TRW sued in the English courts, but Panasonic sought dismissal, arguing that the German courts had jurisdiction based on their standard terms.
Issue: Whether Panasonic's or TRW's terms governed the contract and which jurisdiction applied.
Held: The Court of Appeal upheld the High Court’s decision in favor of Panasonic, determining that the contract was governed by Panasonic’s general conditions. The court found that TRW’s signing of the customer file document, which included Panasonic’s terms, meant that these terms applied to the contract unless TRW had expressly agreed otherwise. The court rejected TRW’s argument that the customer file document lacked contractual effect.
Key Judicial Statement: Toulson LJ stated, “On the basis of the information before him, the judge was entitled to infer that TRW companies had previously contracted with Panasonic on the Panasonic General Conditions. If it was TRW’s case that, despite all these customer files, with all their references to the Panasonic General Conditions, they had never contracted on those terms, then I would have expected them to say so. That is a very unlikely proposition given the evidence; therefore it is one which, if it were right, TRW would have needed to have advanced expressly.”
💡Leveluplaw: this case highlights the importance of clear and early agreement on standard terms in commercial contracts. In a battle of forms, if a party signs a document acknowledging certain terms at the start of a business relationship, those terms may govern subsequent contracts, overriding later conflicting terms. The case underscores that definitive action and clarity in drafting and agreeing on terms can prevent jurisdictional and contractual disputes.