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
