Ultraflex Systems of Florida v. Veritiv Operating Co.

Ultraflex Systems of Florida, Inc. (Ultraflex) (plaintiff) [[was a distribution company specializing in substrate fabrics and accessories used for digital printing.]] and Veritiv Operating Company (Veritiv) (defendant) [[was a distributor of packaging, facility solutions, and print and publishing products and services. The two companies]] did regular business with each other for 10 years and exchanged routine business documents. Veritiv began transactions by sending electronic purchase orders that stated its terms and conditions of purchase. Veritiv’s terms included Delaware governing-law and venue provisions. Ultraflex then replied with a sales confirmation that included its own terms and conditions of sale. Ultraflex’s terms and conditions contained New Jersey governing-law and venue provisions. A dispute arose when Veritiv sent several purchase orders, Ultraflex sent sales confirmations, and Veritiv refused to pay. In accordance with its terms and conditions, Ultraflex filed suit against Veritiv for breach of contract in the United States District Court for the District of New Jersey. Veritiv filed counterclaims against Ultraflex regarding an allegedly defective order that was not refunded. Veritiv also moved to transfer the case to the United States District Court for the District of Delaware or to have the case dismissed, subject to its own terms-and-conditions provisions. The court specifically assessed which of the companies’ terms and conditions controlled in the dispute for governing law and venue.