Poel v. . Brunswick-Balke-Collender Co.
110 N.E. 619 · New York Court of Appeals · 1915
Facts
Plaintiffs sued for breach of an executory contract for the sale of 12 tons of rubber. Negotiations involved an offer from plaintiffs on April 4th, 1910, and a subsequent 'order' from the defendant on April 6th, which included printed conditions requiring prompt acknowledgment and a guarantee of delivery. The defendant later disavowed the transaction, claiming its agent lacked authority.
Issue
Did the exchange of letters between the parties, specifically the defendant's April 6th order containing additional conditions, constitute a valid contract for the sale of rubber, or was it a counter-offer that was never accepted by the plaintiffs?
Holding
The court held that no contract was formed between the parties because the defendant's April 6th order, by introducing new conditions, constituted a counter-offer that the plaintiffs never accepted. Therefore, the judgment of the lower courts finding a contract was reversed.
Rule
An acceptance of an offer must be unequivocal and without modification; any modification or addition of new terms constitutes a counter-offer, which rejects the original offer. Prominently displayed printed conditions on an order form are considered part of the offer unless they irreconcilably conflict with written terms or are clearly not intended to be incorporated.
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