TULLIS RUSSELL & CO LTD v. EADIE INDUSTRIES LTD [2001] ScotHC 97 (31st August, 2001)

TULLIS RUSSELL & CO LTD v. EADIE INDUSTRIES LTD [2001] ScotHC 97 (31st August, 2001)

The court found that no binding contract was concluded orally by the mere communication of an order number; the contract was formed when the written purchase order was issued and accepted by the defenders' conduct. The pursuers' standard terms and conditions were incorporated into the contract, not the defenders'. The defenders' order acknowledgement did not alter the position. The applicable law is Scots law, as stipulated in the pursuers' terms.

Citation
[2001] ScotHC 97
Parties
Pursuer: Tullis Russell & Company Limited; Defender: Eadie Industries Limited
Jurisdiction
Scotland
Procedural Posture
Commercial Contract Dispute / Opinion Following Preliminary Proof Before Answer on Constitution and Terms of Contract
Outcome
Declarator granted in favour of the pursuers; the contract was made on the pursuers' terms.
Legal Topics
Formation of Contract, Battle of the Forms, Incorporation of Standard Terms, Offer and Acceptance, Applicable Law in Cross Border Contracts
Contract Law Commercial Law Formation of Contract Battle of the Forms Incorporation of Standard Terms Offer and Acceptance Applicable Law in Cross Border Contracts

Case Brief

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Parties

Tullis Russell & Company Limited

Pursuer

Eadie Industries Limited

Defender

Procedural Posture

Commercial Contract Dispute / Opinion Following Preliminary Proof Before Answer on Constitution and Terms of Contract

Legal Issues

  1. 1 Whether a binding contract was formed between the parties and, if so, on what terms
  2. 2 Whether the pursuers' or defenders' standard terms and conditions were incorporated into the contract
  3. 3 Whether the contract was concluded orally or in writing

Ratio Decidendi

The court found that no binding contract was concluded orally by the mere communication of an order number; the contract was formed when the written purchase order was issued and accepted by the defenders' conduct. The pursuers' standard terms and conditions were incorporated into the contract, not the defenders'. The defenders' order acknowledgement did not alter the position. The applicable law is Scots law, as stipulated in the pursuers' terms.

Court Disposition

Declarator granted in favour of the pursuers; the contract was made on the pursuers' terms.

Orders

  • It is declared that the contract between the parties was made on the terms of the pursuers' purchase order and standard terms and conditions.
  • The defenders' standard terms and conditions do not apply to the contract.