Flender Corp. v. Tippins International, Inc.

830 A.2d 1279 · Superior Court of Pennsylvania · 2003

Facts

Tippins ordered gear drives for a Czech Republic steel mill, including an arbitration clause and limiting acceptance. Flender shipped the goods with an invoice containing a conflicting forum selection clause. After Tippins failed to pay, Flender sued, and Tippins moved to compel arbitration.

Issue

Did the trial court correctly apply the "knockout rule" under UCC 2-207, finding that the conflicting arbitration and forum selection clauses in the parties' forms cancelled each other, thereby denying Tippins's motion to compel arbitration?

Holding

The appellate court affirmed, ruling that the "knockout rule" correctly applied to the differing dispute resolution clauses, which cancelled each other out, meaning no agreement to arbitrate existed between the parties.

Rule

Under UCC 2-207, when an offer and acceptance between merchants contain "different" (conflicting) terms, those terms are "knocked out" and do not become part of the contract; the contract consists of the terms on which the writings agree and any supplementary UCC provisions.

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Case brief last reviewed 2026-04-18. Prepared by CaseReader from the published opinion.