Brown Mach., Div. of John Brown, Inc. v. Hercules, Inc.

770 S.W.2d 416 (Mo. Ct. App. 1989)



U.C.C. art. 2 governs transactions involving the sale of goods. U.C.C. § 2-102 (1977). Because the term "offer" is not defined in the code, the common law definition remains relevant. U.C.C. § 1-103. An offer is made when the offer leads the offeree to reasonably believe that an offer has been made. An "offer" is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it. The general rule is that a price quotation is not an offer, but rather is an invitation to enter into negotiations or a mere suggestion to induce offers by others. However, price quotes, if detailed enough, can amount to an offer creating the power of acceptance; to do so, it must reasonably appear from the price quote that assent to the quote is all that is needed to ripen the offer into a contract.


Appellant purchaser bought a trim press from appellee seller. One of appellant's employees was injured while using the press and brought a lawsuit against appellee. Appellee settled with the employee and sought indemnification from appellant. The trial court entered judgment for appellee and appellant sought review. On appeal, the court reversed. The court found that there was no indemnification agreement between the parties. On review,the court rejected appellee's argument that a price quote, which contained an indemnification clause, sent by appellee to appellant was effective.


Does an offer of an indemnity agreement automatically give rise to such an agreement in a subsequent contract?




The court found that the quote constituted an offer that was not timely accepted. The court held that appellant's purchase order, which did not contain an indemnity clause, constituted the offer. The court construed appellee's order acknowledgement, which contained an indemnity clause, as an acceptance that contained additional terms under Mo. Rev. Stat. § 400.2-207 because the acceptance was not expressly conditioned on the acceptance of those terms. The court held that those terms did not become part of the contract because the terms materially altered the agreement and were not expressly accepted by appellant.

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