Flender Corp. v. Tippins International, Inc.
Pennsylvania Superior Court
830 A.2d 1279 (2003)
Tippins International Inc. (Tippins) (defendant), a Pittsburgh-based construction company, formed a contract with Flender Corp. (plaintiff) to purchase gear-drive assemblies to be installed at a new facility. Tippins mailed a purchase order to Flender containing its terms of sale, which included an arbitration clause requiring that any disputes be submitted to the International Chamber of Commerce in Austria. The order expressly limited Tippins’s acceptance to the conditions in its terms of sale and expressly stated its refusal to recognize any other terms and conditions. Flender shipped the requested drive assemblies without signing any form acknowledging the terms of sale. Flender’s terms and conditions, set out in its invoice, included a dispute-resolution clause requiring that claims be submitted to state or federal courts located in Chicago, Illinois. Flender’s invoice did not require an express acceptance of the new terms for the formation of a contract. Tippins accepted the drive assemblies but did not pay the balance due. Flender filed an action in Pennsylvania state court. Tippins argued that, per its own terms of sale, the claim was required to be submitted to arbitration in Austria. The case fell under § 2207 of the Pennsylvania Commercial Code, which addressed differing terms in a contract. The trial court denied Tippins’s objection, reasoning that a contract had been formed, based on the conduct of the parties, and that the differing terms had been knocked out of the contract, entitling Flender to bring a claim in state court. Tippins appealed.
Rule of Law
Holding and Reasoning (Johnson, J.)
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