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Butler Machine Tool Co v Ex-cello-corp [1979]

Facts

  • There was a series of offers and counter offers which passed between the two parties, each containing the standard contracting terms of the relevant party
  • The seller’s terms (claimant) had a price variation clause, the buyer’s terms did not
  • The buyers took a while before they took delivery, and therefore the price variation clause was invoked by the sellers

Issue

  • Was a contract made with or without a price variation clause

Decision

  • No price variation clause, appeal allowed so claim failed

Reasoning

  • The buyers fired the ‘last-shot’, they sent the final offer which the sellers accepted. As such, the contract was made on the buyer’s terms, without a price variation clause
  • Lord Denning said that the documents should be ‘construed as a whole’, though this appears to me to be somewhat irrelevant
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