Battle of the Forms in UK Law

Leading Cases
  • Tekdata Interconnections Ltd v Amphenol Ltd
    • Court of Appeal (Civil Division)
    • 19 Nov 2009

    This appeal raises the question whether in what is sometimes called "the battle of forms", there can be circumstances in which a traditional offer and acceptance analysis can be displaced by reference to the conduct of the parties over a long-term relationship. An offer to buy containing the purchaser's terms which is followed by an acknowledgement of purchase containing the seller's terms which is followed by delivery will (other things being equal) result in a contract on the seller's terms.

    The judge found that Amphenol acknowledged the purchase orders by sending an acknowledgment to Tekdata. In law it could only be at that date at earliest that a contract for the purchase and sale of the specified connectors came into existence.

    In my judgment, it is not possible to lay down a general rule that will apply in all cases where there is a battle of the forms. It always depends on an assessment of what the parties must objectively be taken to have intended.

  • Butler Machine Tool Company Ltd v Ex-Cell-O Corporation (England) Ltd
    • Court of Appeal (Civil Division)
    • 25 Abr 1977

    The better way is to look at all the documents passing between the parties - and glean from them - or from the conduct of the parties whether they have reached agreement on all material points ven though there may be differences between the forms and conditions printed on the back of them. If differences are irreconcilable - so that they are mutually contradictory - then the conflicting terms may have to be scrapped and replaced by a reasonable implication

    The modern commercial practice of making quotations and placing orders with conditions attached, usually in small print, is indeed likely, as in this case to produce a battle of forms. The view taken by the learned judge was that the battle should extend over a wide area and the court should do its best to look into the minds of the parties and make certainassumptions in my judgment, the "battle has to be conducted in accordance with set rules.

  • Transformers & Rectifiers Ltd v Needs Ltd
    • Queen's Bench Division (Technology and Construction Court)
    • 13 Feb 2015

    DL's argument was that its acknowledgement of order was a counter offer, rather than an acceptance of SHL's order. It submitted that its counter offer was accepted by SHL taking delivery of the goods. HHJ Havelock-Allan concluded that the words "Delivery based on our General Terms" at the foot of the acknowledgement of order was not sufficient to convert the acknowledgement of order into a counter offer.

  • Trentham (G Percy) Ltd v Archital Luxfer Ltd
    • Court of Appeal (Civil Division)
    • 20 Jul 1992

    The fact that the transaction was performed on both sides will often make it unrealistic to argue that there was no intention to enter into legal relations. It will often make it difficult to submit that the contract is void for vagueness or uncertainty. Specifically, the fact that the transaction is executed makes it easier to imply a term resolving any uncertainty, or, alternatively, it may make it possible to treat a matter not finalised in negotiations as inessential.

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Legislation
  • The Town and Country Planning (General Permitted Development) (Amendment) (No. 2) (Wales) Order 2021
    • Wales
    • 1 de Enero de 2021
    ...... “war game” means an enacted, mock or imaginary battle conducted with weapons which are designed not to injure (including smoke ... (c) chairs, benches or other forms of seating, and . (d) umbrellas, barriers, heaters and other articles ......
  • The Town and Country Planning (General Permitted Development) (England) Order 2015
    • England & Wales
    • 1 de Enero de 2015
    ...... (i) forms the principal elevation of the original dwellinghouse; or . (ii) fronts a ... "war game" means an enacted, mock or imaginary battle conducted with weapons which are designed not to injure (including smoke ......
  • Historic Environment (Wales) Act 2016
    • Wales
    • 1 de Enero de 2016
    ......conflict site” means—. . . (a) a battlefield or a site on which some other conflict involving military forces took ... territorial sea that lies seawards from that part of the shore and forms part of Wales (within the meaning given by the government of wales act ......
  • Historic Environment (Amendment) (Scotland) Act 2011
    • Scotland
    • 1 de Enero de 2011
    ...... of inventories of gardens and designed landscapes and of battlefields; to provide for grants and loans in respect of the development and .... 50G Power to prescribe forms . . (1) The Scottish Ministers may prescribe-. . (a) the form of the ......
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Books & Journal Articles
  • The Battle of Forms
    • Núm. 42-6, Noviembre 1979
    • The Modern Law Review
  • Bridging the Gap: A Relational Approach to Contract Theory
    • Núm. 41-4, Diciembre 2014
    • Journal of Law and Society
    ......She also describes briefly more flexible and complex forms of contracting ± such as 642 3 See J. Morgan, Contract Law Minimalism ...And in Tekdata Interconnections Ltd v. Amphenol Ltd , 20 a `battle of the forms' case, the Court of Appeal held that the last-shot rule (that ......
  • The Making of European Private Law: Toward a Ius Commune Europaeum as a Mixed Legal System
    • Núm. 66-4, Julio 2003
    • The Modern Law Review
    ...... of the civil law and common law traditions in mixed legal systems forms the focus of Chapters 3–8. Chapter 3 is concerned with the issue of why ...The battle of the forms illustrates this point. It seems highly improbable that ......
  • Responsibility in Law and Morality
    • Núm. 66-4, Julio 2003
    • The Modern Law Review
    ...... of the civil law and common law traditions in mixed legal systems forms the focus of Chapters 3–8. Chapter 3 is concerned with the issue of why ...The battle of the forms illustrates this point. It seems highly improbable that ......
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Law Firm Commentaries
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