Tekdata Interconnections Ltd v Amphenol Ltd [2009] EWCA Civ ...

Facts

• Tekdata Interconnections Ltd, a cable assembly manufacturer, ordered connectors from Amphenol Ltd.
• The contractual exchanges involved both parties submitting documents containing their respective standard terms; Tekdata sent purchase orders with its terms, followed by Amphenol’s confirmations with conflicting terms.
• Tekdata took delivery of the goods from Amphenol.
• Each party sought to have its own terms govern the transaction, resulting in a "battle of the forms".

Issues

1. Whether the conflicting standard terms in the parties’ communications created uncertainty over which terms governed the contract.
2. Whether the "last shot" principle should determine which party’s terms were incorporated into the contract upon delivery.
3. What practical effect the "last shot" principle has on the formation and management of business contracts.

Decision

• The Court of Appeal applied the "last shot" principle, concluding that Amphenol’s terms, being the last sent before delivery, were binding on both parties.
• The court relied upon the parties’ conduct—specifically, Tekdata’s acceptance of delivery—as evidence of acceptance of Amphenol’s terms.
• The decision reaffirmed that where parties exchange conflicting terms, the terms contained in the final communication preceding performance are incorporated into the contract if not expressly rejected.
• The judgment emphasized that unless overruled by express agreement or an exceptional course of conduct, the "last shot" rule applies.

Legal Principles

• The "last shot" principle states that, in contract formation disputes resulting from exchanges of conflicting standard terms, the terms sent last and relied upon or acted upon before performance are binding.
• The "mirror image" rule requires any acceptance to reflect the precise terms of an offer; deviations constitute counter-offers and may end the original offer.
• If parties explicitly agree on certain terms during negotiations or behave in a manner inconsistent with the application of the "last shot" rule, courts may recognize exceptions.
• The case highlights the need for clear communication, specific rejection or acceptance of terms, and good record-keeping during contractual negotiations.
• References to other cases, such as GHSP Inc v AB Electronic Ltd [2010] EWHC 1828 (Comm), indicate that while the "last shot" doctrine is dominant, it is not rigidly applied in every context.

Conclusion

The Court of Appeal’s decision in Tekdata Interconnections Ltd v Amphenol Ltd reaffirmed the centrality of the "last shot" principle in resolving contract disputes arising from the "battle of the forms," underscoring the importance of clarity, timely communication, and thorough documentation in commercial contracting.