TEKDATA INTERCONNECTIONS LTD V AMPHENOL LTD

[2009] EWCA Civ 1209, Court of Appeal, Lord Justice Pill, Lord Justice Dyson and Lord Justice Longmore, 19 November 2009

Contract - Battle of the forms - Whether buyer's standard terms prevailed over seller's standard terms

The parties had been doing business for many years. TI generated purchase orders which stated that the purchase was to be on TI's own terms, and contained a delivery date of 26 weeks from the date of the order. AL acknowledged the orders by sending acknowledgments to TI which provided that AL's terms and conditions were to apply. The judge held that the contracts were made when the acknowledgment was returned to TI and the contract was made on TI's terms. The Court of Appeal held that the judge had been wrong to disregard the traditional analysis that in a battle of the forms case that would have pointed to a contract on AL's terms (the "last shot" doctrine). On the facts, the context of a long-term relationship was not sufficient to oust the general rule.