## Facts

- A freezer manufacturer sought a moisture-resistant electrical switch for a new commercial freezer line and contacted a switch manufacturer that advertised a “water resistant” switch.
- The switch manufacturer sent samples and a written price quotation stating it was for “immediate acceptance” and containing reverse-side conditions of sale, including limited warranties and remedy limitations (replacement/repayment and disclaimer of broader damages).
- After testing showed moisture problems, the parties worked on a design change adding a peripheral gasket to improve water resistance.
- The buyer then issued a purchase order with additional/different terms, including broader warranties, different pricing terms, and a merger clause, and it expressly conditioned acceptance on the seller’s assent to all purchase-order terms.
- A seller representative signed the purchase order but corrected pricing; the seller shipped the switches, the buyer accepted them, and the buyer paid.
- Switch failures allegedly occurred in service; the parties disputed which form controlled, particularly warranties and limitations of remedies.
- The seller prevailed at trial on contract terms and breach-of-contract theory; the buyer appealed challenges to summary-judgment denial, evidentiary rulings, jury instructions/verdict form, and denial of a new trial.

## Issues

1. Whether the exchange of the quotation and purchase order, plus performance, required application of UCC § 2-207 as a battle of the forms, rather than treating the buyer’s purchase order as controlling as a matter of law.
2. Whether the buyer was entitled to partial summary judgment on contract terms based on its “expressly conditional” language and the seller’s signature/performance.
3. Whether the jury instructions and special verdict form misstated UCC § 2-207 or improperly directed the jury’s resolution of contract formation and governing terms.
4. Whether denial of motions in limine and denial of a new trial were reversible error.

## Decision

- The judgment for the seller was affirmed.
- The district court properly treated the dispute as a UCC § 2-207 battle-of-the-forms case and allowed the fact-finder to determine contract formation and governing terms based on the forms and the parties’ conduct.
- Denial of the buyer’s partial summary-judgment motion was proper because genuine issues of material fact existed regarding assent, intent, and which terms were agreed upon.
- The jury instructions and special verdict form, viewed as a whole, fairly stated the applicable law and did not warrant reversal.
- The district court did not abuse its discretion in evidentiary rulings or in denying a new trial.

## Legal Principles

- Under UCC § 2-207, competing standard forms with conflicting terms commonly present a “battle of the forms,” and the governing terms may depend on the parties’ writings and conduct rather than a single document’s boilerplate.
- Even where a purported acceptance is “expressly made conditional” on assent to additional/different terms, continued performance by both parties can support finding a contract by conduct, with terms determined under UCC § 2-207(3) (agreed terms plus UCC gap-fillers).
- Contract formation, assent, and selection of governing terms under UCC § 2-207 can present fact questions for the jury when evidence permits competing inferences.
- Appellate review of jury instructions is deferential; instructions are sufficient if, taken as a whole, they fairly and adequately state the law and do not prejudice the complaining party.
- A trial court’s denial of a new trial and many evidentiary rulings are reviewed for abuse of discretion.

## Conclusion

The court upheld a jury’s resolution of a UCC § 2-207 battle-of-the-forms dispute arising from conflicting quotation and purchase-order terms followed by performance, concluding that contract formation and controlling terms were properly left to the fact-finder and that no instructional, evidentiary, or post-trial error required reversal.


White Consol. Indus., Inc. v. McGill Mfg. Co., 165 F.3d 1185 (8th Cir. 1999)