## Facts

- Bio-Tech Pharmacal, Inc. manufactured nutritional supplements and repeatedly purchased raw materials from International Business Connections, LLC (IBC) over about four months beginning in September 1999.
- Bio-Tech and IBC communicated frequently by telephone about price and availability; when Bio-Tech agreed, it issued written purchase orders to IBC.
- Each purchase order stated the goods, quantity, price, and shipping information and included printed “terms of contract,” including a requirement for “immediate fax/email confirmation of order and price.”
- IBC did not send fax or email confirmations; instead, IBC confirmed by telephone, ordered goods from third-party suppliers (often paying in advance), had suppliers ship directly to Bio-Tech, and then invoiced Bio-Tech with the purchase-order number.
- Bio-Tech accepted and paid for multiple shipments under this pattern despite the lack of fax/email confirmations.
- Bio-Tech later attempted to cancel certain orders after IBC had committed to its supplier and goods had been shipped, and Bio-Tech refused to pay three purchase orders totaling a little over $12,000.
- IBC sued for the unpaid amounts; Bio-Tech argued no contracts formed because IBC did not accept by “immediate fax/email confirmation.”

## Issues

1. Whether the trial court erred in denying Bio-Tech’s bench-trial motion to dismiss (styled as a directed verdict) at the close of IBC’s case for insufficiency of the evidence.
2. Whether contracts were formed when IBC did not provide fax/email confirmations, or whether the purchase orders required acceptance exclusively by that method under UCC § 2-206.

## Decision

- The Arkansas Court of Appeals affirmed the judgment for IBC.
- The trial court properly denied Bio-Tech’s motion to dismiss because IBC presented a prima facie case when its evidence was given its strongest probative force.
- Contracts were formed for the disputed purchase orders under UCC § 2-206 because acceptance occurred in a reasonable manner (procurement, shipment, and invoicing) consistent with the parties’ course of dealing and performance.
- The “immediate fax/email confirmation” language was treated as a contract term, not an unambiguous requirement that fax/email was the sole permissible mode of acceptance.

## Legal Principles

- In a bench trial, a sufficiency challenge is tested by whether the plaintiff’s evidence, viewed at its strongest, establishes a prima facie case; the court should not weigh credibility in ruling on the motion.
- Under UCC § 2-206, an offer may be accepted in any manner and by any medium reasonable under the circumstances unless the offeror clearly and unambiguously limits acceptance to a specific method.
- A purchase order is generally treated as an offer; acceptance may be shown by conduct, including ordering goods, causing shipment, and invoicing.
- Boilerplate “confirmation” language does not preclude contract formation unless it clearly makes confirmation the exclusive condition of acceptance, and course of dealing/performance may show the parties did not treat such language as a condition precedent.

## Conclusion

The court held that IBC’s evidence supported enforceable sales contracts and that Bio-Tech’s purchase-order term requesting fax/email confirmation did not unambiguously restrict acceptance to that method; given the parties’ established course of dealing, IBC accepted the offers by reasonable conduct under the UCC, entitling IBC to recover the unpaid contract price.


Bio-Tech Pharmacal, Inc. v. Int'l Bus. Connections, LLC, 184 S.W.3d 447 (Ark. Ct. App. 2004)