Background
Presrite sued Best Pump in Cuyahoga County, Ohio, alleging that Best Pump breached contracts to buy valve-seat forgings. Presrite relied on its price quotations, Best Pump’s purchase orders, and Presrite’s acknowledgment email. It alleged that it bought steel and began production, then resold the steel at a loss after Best Pump failed to provide requested assurance that it would perform.
Best Pump argued that no contract existed, or alternatively that its purchase-order terms controlled. Those terms made the purchase orders the complete agreement, rejected additional or different seller terms, and required disputes relating to the orders or goods to be resolved exclusively in Harris County, Texas. The trial court denied Best Pump’s motion to stay for improper venue and granted Presrite summary judgment on liability.
The Court’s Holding
On reconsideration, the Eighth District vacated its earlier opinion, reversed the trial court’s judgment, and remanded. The court held that a contract existed: Best Pump’s purchase order for 300 forgings was an offer, and Presrite accepted it through its acknowledgment email.
The court further held that Best Pump’s purchase-order terms controlled under Ohio’s UCC provision governing additional terms between merchants. The orders expressly limited acceptance to their terms, while Presrite’s email did not make its acceptance expressly conditional on Best Pump’s agreement to Presrite’s additional terms. Therefore, the Harris County, Texas, forum-selection clause was part of the contract and required enforcement. The court did not decide the parties’ performance obligations, breach arguments, damages, discovery dispute, or whether either side otherwise deserved summary judgment.
Key Takeaways
- A price quotation stating that it is not an offer did not itself form the contract.
- A buyer’s purchase order can be an offer when it identifies the goods, quantity, price, and shipping address, and a seller’s acknowledgment can accept it.
- Between merchants, an offer that expressly rejects additional or different terms can prevent those terms from entering the contract.
- A commercial forum-selection clause will be enforced absent a strong basis to set it aside.
Why It Matters
The decision illustrates how UCC “battle of the forms” rules can determine both contract terms and litigation venue. A seller’s statement that its own terms apply may not displace a buyer’s terms when the buyer’s purchase order expressly limits acceptance and the seller proceeds without making assent to its competing terms a condition of acceptance.
For commercial parties, the case underscores that a forum-selection clause embedded in a purchase order may control the dispute even where the seller later objects to other purchase-order terms.