## Facts

- Standard Bent Glass Corp., a Pennsylvania buyer, negotiated with Glassrobots Oy, a Finnish seller, to purchase a glass fabricating system (including a bending/tempering furnace and laminating line).
- On Feb. 1, 1999, Standard sent a faxed purchase order offering to buy the system for $1.1 million on stated terms and asking Glassrobots to sign and return the order if agreeable.
- On Feb. 2, Glassrobots replied with a cover letter, invoice, and its standard sales agreement, which included an arbitration clause, and invited Standard to propose any changes.
- Later on Feb. 2, Standard responded: “Please find our changes to the Sales Agreement,” proposing five specific modifications (payment mechanics/terms, shipment-delay penalty, site visits, and technical specifications) and stating that if agreeable it would wire payment.
- On Feb. 4, Standard wired the down payment, which cleared Glassrobots’ account shortly thereafter.
- On Feb. 5, Glassrobots sent a revised sales agreement incorporating most requested changes, but not the late-delivery penalty and not all requested payment terms.
- The parties proceeded with performance (including shipment/installation), but no final sales agreement was signed by both parties.
- After disputes arose about performance and warranties, Glassrobots moved to compel arbitration based on the arbitration clause in its sales agreement; Standard argued no arbitration agreement was formed.

## Issues

1. Whether the parties formed a binding sales contract under U.C.C. contract-formation principles despite the absence of a fully executed written sales agreement.
2. If a contract was formed, whether the contract included the seller’s arbitration clause contained in its standard sales agreement.

## Decision

- The Third Circuit affirmed the order compelling arbitration.
- The court held that a binding contract was formed through the parties’ writings and conduct, including payment and performance.
- The court held that the arbitration clause in Glassrobots’ standard sales agreement became part of the parties’ contract and was enforceable.

## Legal Principles

- Under U.C.C. § 2-204, a contract for the sale of goods may be formed “in any manner sufficient to show agreement,” including conduct recognizing a contract.
- A signed, integrated writing is not required if the parties’ communications and performance show assent to essential terms.
- In an exchange-of-forms context governed by U.C.C. principles (including § 2-207 concepts), a party that treats the other side’s form as the operative agreement, proposes only limited modifications, and performs without objecting to an arbitration term may be found to have assented to that arbitration term.

## Conclusion

The court enforced arbitration because the parties’ exchange of documents and subsequent performance established a U.C.C. sales contract that incorporated the arbitration clause from the seller’s standard sales agreement, notwithstanding the lack of mutual signatures on a final document.


Standard Bent Glass Corp. v. Glassrobots Oy, 333 F.3d 440 (3d Cir. 2003)