## Facts

- PPG Industries, Inc. sought a price quotation from Mantaline Corporation for rubber window gaskets for a curtainwall window system in a Denver, Colorado building project.
- Mantaline sent a written quotation on its standard form stating that any order would be deemed acceptance of Mantaline’s terms (including reverse-side terms) and that acceptance of orders would be evidenced by an authorized Mantaline signature.
- PPG responded with its own purchase order stating the order was expressly conditioned on the supplier’s assent to PPG’s additional or different terms, and that assent would be shown by delivery of the goods.
- PPG’s purchase order contained a binding arbitration clause on the reverse side.
- Mantaline shipped the gaskets without objecting to PPG’s terms, without modifying terms, and without returning a signed acceptance.
- Years later, the building owner reported damage to coated glass spandrels, allegedly caused by sulfur leaching from the gaskets; the owner sued PPG and that dispute settled.
- PPG sought indemnification from Mantaline and initiated arbitration under the purchase-order arbitration clause; Mantaline refused, asserting there was no agreement to arbitrate.

## Issues

1. Whether, under UCC § 2-207 and the parties’ performance, PPG’s purchase-order arbitration clause became part of the contract so that PPG could compel arbitration under the Federal Arbitration Act.

## Decision

- The Sixth Circuit reversed the district court’s summary judgment for Mantaline.
- The court held that PPG’s purchase-order terms governed the transaction, including the arbitration clause.
- The court concluded Mantaline was bound to arbitrate the indemnity dispute, and PPG was entitled to compel arbitration.

## Legal Principles

- Under UCC § 2-207, a contract between merchants may be formed by exchange of forms and performance even when the forms contain different terms.
- A seller’s shipment of goods in response to a buyer’s purchase order can constitute acceptance by conduct, including assent to terms where the purchase order clearly conditions acceptance on those terms and indicates assent will be shown by delivery.
- Between merchants, additional terms in a written confirmation or acceptance may become part of the contract when the receiving party does not timely object and proceeds with performance.
- The Federal Arbitration Act supports enforcement of written arbitration agreements; where contract formation supports inclusion of an arbitration clause, courts generally enforce the clause and compel arbitration.

## Conclusion

The Sixth Circuit held that Mantaline’s performance—shipping goods without objection after receiving a purchase order that conditioned acceptance on PPG’s terms—bound Mantaline to PPG’s arbitration clause under UCC § 2-207, requiring arbitration of the indemnity dispute under the FAA.


Mantaline Corp. v. PPG Indus., Inc., 225 F.3d 659 (6th Cir. 2000)