## Facts

- Nordyne, Inc. manufactured HVAC equipment and purchased electronic defrost control boards from International Controls & Measurements Corp. (ICM) for about ten years.
- ICM routinely shipped products with a “Customer Service Invoice” stating Nordyne’s order was accepted only on the invoice’s “terms and conditions,” which included a clause requiring venue in Onondaga, New York.
- In 1997, ICM marketed a modified control panel and, on July 29, sent Nordyne a detailed quotation specifying price ($9.87/unit), estimated annual usage (40,000 units), validity through December 31, 1997, shipping and payment terms (FOB Syracuse; net 30), packaging, and that orders were non-cancelable and non-returnable.
- The quotation referenced ICM’s standard terms and conditions.
- Nordyne obtained samples, signed and returned a production-approval form, and then issued a purchase order for 20,000 units at the quoted price.
- Nordyne’s purchase order contained its own boilerplate terms and conditions and required a seller acknowledgment for binding effect, but did not address forum selection.
- ICM shipped boards in installments with its invoices containing the forum-selection clause, and Nordyne paid.
- After product problems arose, Nordyne sued ICM in federal court in Missouri for breach of warranty; ICM moved to dismiss for improper venue based on the forum-selection clause.

## Issues

1. Whether ICM’s July 29, 1997 quotation was sufficiently definite to constitute an offer under Missouri law.
2. Whether the quotation incorporated ICM’s standard terms and conditions, including the forum-selection clause appearing on ICM’s invoices.
3. Whether the forum-selection clause was enforceable so as to make Missouri an improper venue and justify dismissal.

## Decision

- The Eighth Circuit affirmed dismissal for improper venue.
- The court held the July 29 quotation was a definite offer, not merely a price quote.
- The court held the offer incorporated ICM’s standard terms and conditions by reference, including the forum-selection clause.
- Nordyne accepted the offer (and incorporated terms) through its conduct, including production approval and ordering at the quoted price.
- Nordyne did not make the required strong showing to avoid enforcement of the forum-selection clause.
- Because the clause selected a non-federal venue (“Onondaga, New York”), dismissal (rather than transfer) was proper.

## Legal Principles

- A price quotation may constitute an offer when it is detailed and directed to a particular buyer such that the buyer could reasonably understand that assent alone will form a contract.
- Contract terms may be incorporated by reference when the reference is sufficiently clear to provide notice, including by reference to standard terms used consistently in the parties’ course of dealing.
- Where a contract is formed on the offeror’s terms, a later form from the other party that omits or conflicts with a material term (such as forum selection) does not displace the agreed term absent affirmative agreement.
- Forum-selection clauses in commercial contracts are presumptively valid and are enforced unless the resisting party shows enforcement would be unreasonable, unjust, or the product of fraud or overreaching.
- A forum-selection clause requiring litigation in a specified state-court county supports dismissal for improper venue in federal court when transfer to the contractually chosen forum is not available.

## Conclusion

The court enforced a forum-selection clause incorporated through a detailed seller quotation and longstanding invoice practice, treated the quotation as an offer accepted by the buyer’s conduct, and affirmed dismissal of a Missouri action in favor of the contractually selected New York venue.


Nordyne, Inc. v. Int'l Controls & Measurements Corp., 262 F.3d 843 (8th Cir. 2001)