Tekdata Interconnections Ltd v Amphenol Ltd

Tekdata Interconnections Ltd v Amphenol Ltd

The traditional offer and acceptance analysis applies in this battle of forms case. The contract was concluded on Amphenol's terms as set out in their acknowledgement, as there was no clear course of dealing or evidence of a common intention to displace the traditional analysis. The judge's reliance on the parties' conduct and post-contract correspondence was insufficient to justify a departure from established principles.

Parties
Respondent: Tekdata Interconnections Ltd; Appellant: Amphenol Ltd
Jurisdiction
England and Wales
Judgment Date
19 November 2009
Procedural Posture
Civil Appeal / Appeal From Trial Court Judgment on Preliminary Issue
Outcome
Appeal allowed
Legal Topics
Battle of Forms, Contract Formation, Offer and Acceptance, Terms and Conditions
Contract Law Commercial Law Battle of Forms Contract Formation Offer and Acceptance Terms and Conditions

Case Brief

Summary, issues, holding and outcome

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Parties

Tekdata Interconnections Ltd

Respondent

Amphenol Ltd

Appellant

Procedural Posture

Civil Appeal / Appeal From Trial Court Judgment on Preliminary Issue

Legal Issues

  1. 1 Whether the traditional offer and acceptance analysis applies in a 'battle of forms' scenario between Tekdata and Amphenol
  2. 2 Whether the conduct and long-term relationship of the parties can displace the traditional analysis in determining which party's terms apply

Ratio Decidendi

The traditional offer and acceptance analysis applies in this battle of forms case. The contract was concluded on Amphenol's terms as set out in their acknowledgement, as there was no clear course of dealing or evidence of a common intention to displace the traditional analysis. The judge's reliance on the parties' conduct and post-contract correspondence was insufficient to justify a departure from established principles.

Court Disposition

Appeal allowed

Orders

  • It is declared that the terms and conditions of Amphenol Ltd apply to the contracts contained in or evidenced by the purchase orders referred to in the Particulars of Claim.