Paul Gottlieb & Co. v. Alps S. Corp.

985 So. 2d 1 (Fla. Dist. Ct. App. 2007)



The rules of engagement for the "battle of the forms" are set out in the Uniform Commercial Code (UCC) § 2-207. The same rules of engagement apply in Florida and are codified in § 672.207, Fla. Stat. (2000). Subsections (1) and (2) of the statute are intended to end the battle by eliminating the uncertainty that often results from the exchange of conflicting purchase order forms and acknowledgement and acceptance forms.

The trial court erred in holding that the limitation of liability clause, upon which the seller relied in defense against the buyer's counterclaim, materially altered the contract. The fact that the seller altered a yarn type in filling the buyer's order that resulted in a breach of contract was separate and distinct from the legal analysis of how the language of the contract was construed. 

Did limitation of damages clause, as an additional term, materially altered the contract under § 672.207(1), (2), Fla. Stat. (2000)?




The evidence did not support the view that the seller's limitation of liability clause was either unreasonable to the buyer or a hardship as a result of surprise. Rather, it showed that the buyer neglected to inform the seller of the consequences of providing faulty goods; thus, the seller did not meet its burden of proving that incorporating the limitation of liability clause would have resulted in economic hardship.

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