This section contains the nature of the case and procedural background.

D, a Pittsburgh company engaged in the construction of a steel rolling mill in the Czech Republic, sought to purchase gear drive assemblies from P. D mailed a purchase order to P specifying terms of sale. The order limited the form in which P could acknowledge and accept D's offer and required that the parties' disputes under any resulting contract be submitted to arbitration. It also required that the attached acknowledgement form must be signed and returned. Naturally, P never signed anything nor indicated in any way that it had agreed to D's terms. But it manufactured and shipped the finished drive assemblies. P's invoice provided 'Conditions of Sale and Delivery' that attached conditions to P's acceptance of D's order. P's documents proclaimed that its terms and conditions will govern all quotations covering purchase orders for and sales of P's products and are the sole terms and conditions on which the order of the buyer will be accepted. It stated that P's acceptance of D's order will not constitute an acceptance of printed provisions on D's order form which are inconsistent with or additional to these terms and conditions unless specifically accepted in writing by P. D's agreement and D's form containing inconsistent or material terms shall not be deemed a specific objection to any terms hereof. P's invoice did not require that D accept these additional terms in order for the parties to form a binding contract. P's dispute resolution clause required that exclusive jurisdiction and venue were in the courts located in Chicago, Illinois. D accepted and installed the gear drives and failed to pay the balance due on the shipment. P sued D in Pennsylvania state court seeking to recover an amount outstanding of $238,663.15, plus $76,372.16 in service charges. D moved for arbitration, which the court denied. The court reasoned that the arbitration clause on which D relied had been 'knocked out' because it was materially different from the dispute resolution clause in P's invoice. The court held that because both parties proceeded with the transaction as if they had a contract, although neither party had accepted the other's terms, the only contract they could be deemed to have was established by course of conduct under section 2-207(c). The court ruled that because the implied contract was silent on the issue of dispute resolution, it posed no impediment to the litigation of P's complaint in the Court of Common Pleas. D filed this interlocutory appeal.

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