In order to fall within the Uniform Commercial Code, U.C.C. § 2-207(1), it is not enough that an acceptance is expressly conditional on additional or different terms; rather, an acceptance must be expressly conditional on the offeror's assent to those terms.
After plaintiffs purchased several carpets from defendant, it discovered the carpets were composed of a cheaper carpet fiber than what was promised. Plaintiffs sued defendant. The case was removed to the district court on the basis of diversity. Defendant moved for a stay pending arbitration and asserted plaintiffs were bound to an arbitration agreement, which appeared on the reverse side of defendant's printed sales acknowledgement form. The court denied the stay and found no arbitration agreement existed.
Did an arbitration agreement printed at the reverse side of a sales acknowledgement form amount to additional terms of the contract?
The court reviewed the Uniform Commercial Code, U.C.C. § 2-207, and determined defendant's acknowledgement forms were acceptances. The court determined the arbitration provision in defendant's acknowledgement forms was an additional term to the contract. The court remanded the case to determine whether the arbitration provision accepted by plaintiffs materially altered the contract.