Polytop Corporation v. Chipsco, Inc.

826 A.2d 945 (2003)

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Nature of the Case

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Facts

P is a manufacturer of molded dispensing closures for use on plastic squeeze bottles. D manufactures and sells injection molds. In January 1999, D presented to P a quotation for a specific mold; three weeks later P issued a purchase order for that item. P ordered a second type of mold in August 1999 based upon an April 1, 1999 quote by D. P brought this action in Superior Court, seeking damages as a result of D's alleged breach of contract. D, contending that the contract included an agreement to resolve contract disputes through arbitration, filed a motion to stay the proceedings and to refer the dispute to arbitration. Each quotation contained an arbitration provision that, upon acceptance by P, was conclusive on the issue of dispute resolution. Contained in P's quotation, under the heading 'Terms and Conditions,' was a provision requiring arbitration of all contract disputes. P disagreed that this provision was a part of the contract between the parties because its purchase orders included the following: 'Please enter our order for the following subject to the terms and conditions below and attached hereto and made a part hereof. Any additional or different terms proposed by seller are rejected unless expressly assented to in writing by buyer's authorized agent.' The court held for D in that the language in P's purchase order that 'any additional or different terms proposed by seller are rejected unless expressly assented to in writing by buyer's authorized agent,' applied to any terms or conditions the seller may seek to impose in the future. Finding that D's offer did not limit acceptance to its terms nor did P's acceptance materially alter the original terms of the contract, the trial justice concluded that arbitration of contract disputes was agreed upon by the parties. P appealed.