Question

One unusual feature of the UCC is the so-called "battle of forms" concept, under which additional terms from the forms used by the merchants involved become part of their contract unless there is an objection on a timely basis. Read the attached opinion in J.W.S. Delavau, Inc. v. Eastern America Transport & Warehousing, Inc., which is from a Philadelphia case. What is your view of the decision that was reached by the court?

Answer 1

Answer:

The decision reached by the court was valid, in my view.  Since the parties, Delavau, Inc. and Eastern Warehousing, Inc. had a valid contract in which they set out their understanding and agreement on the terms of their business relationship, the parties should follow the contract terms without distractions from pre-printed Form terms.

Having a formal contract is the only way to avoid the battle of forms.

Explanation:

The conflict involved a battle of conflicting forms.  This battle of conflicting form, with different contract terms, occurred when Delavau, Inc. and Eastern Warehousing, Inc. exchanged contract terms, with Eastern's own small print terms on the reverse side its own receipts, which it wanted Delavau to comply with.  That the court held that Delavau was not bound by Eastern's form terms was valid because their contract agreement specified the terms of their relationship, which cannot be negated by the form terms.