Cengage Advantage Books: Foundations of the Legal Environment of Business 3rd Edition by Marianne Jennings

تمرين 5

Home Basket Co., LLC v. Pampered Chef, Ltd. 2005 WL 82136, 55 UCC Rep. Serv. 2d 792 (D. Kan 2005)
Making a Basket Case
Facts
The Greenbrier Basket Company (GBC), a goods distributor (plaintiff) (seller), agreed in October 2003 to sell woven baskets to The Pampered Chef (TPC) (defendant) (buyer). There was a sales agreement that was drafted but never signed by the parties. However, GBC accepted purchase orders from TPC.
Cyndee Pollock (a manager at GBC) received offers to purchase goods via e-mail from TPC and then told employee, Mark Beal, to accept these purchase orders via TPC's Internet site. GBC denies knowing that there were terms and conditions, including a forum selection clause, on TPC's Internet acceptance site. TPC sent Mark Beal an e-mail with an attachment that explained TPC's purchase order management system and included three paragraphs of instructions on "Accepting and Rejecting Purchase Orders," including the following:
Clicking on the Accept P.O. button will cause the terms and conditions of the purchase order to pop-up. The user should review these terms and conditions and click the Accept P.O. button at the bottom of the pop-up screen.... If the purchase order is not acceptable in it's [sic] current form, the user may click on the Reject and Request Changes button. This causes a pop-up window to appear where the user may enter a free-form text describing the reason for rejecting the purchase order and request changes that would make the purchase order acceptable.
Clause 17 of the Terms and Conditions in TPC's purchase management order system states:
This Purchase Order shall be deemed to have been made in Addison, Illinois USA and shall be governed by and construed in accordance with the laws of State of Illinois [sic]. The sole and exclusive jurisdiction for the purpose of resolving any dispute shall be the United States District Court, Northern District of Illinois, Eastern Division.
When disputes over orders and payments arose, GBC filed suit against TPC in Kansas for breach of contract. TPC moved to dismiss the suit because the suit was not filed in the correct court under the terms in the Internet agreement.
Judicial Opinion
BROWN, Senior Judge
TPC's e-mails containing purchase order information constituted an offer to buy baskets. The e-mails consisted of information about the quantity of baskets to be bought, price, shipment information and delivery dates. None of the e-mails had any forum selection clause; however, they did state a specific manner of acceptance.
The TPC e-mails state that the way to acknowledge (i.e., accept) the purchase order was to go to the website. The e-mail is not ambiguous as it also alerted GBC that there were terms and conditions associated with acknowledging the P.O. on the website.
The negligent failure of a party to read the written contract entered into will estop the contracting party from voiding the contract on the ground of ignorance of its contents. Therefore, a party who signs a written contract is bound by its provisions regardless of the failure to read or understand the terms, unless the contract was entered into through fraud, undue influence, or mutual mistake.
Plaintiff was under a duty to read and understand the terms and conditions prior to clicking the "Accept P.O." button as this was the formal acceptance required by TPC's offer to purchase baskets. Failure to read or understand the terms and conditions is not a valid reason to render those provisions nugatory.
Case Questions
1. Describe the ordering process between the two parties.
2. Does it matter to the court that neither side ever signed a written agreement?
3. What responsibility does the court impose on those who use websites for contracting purposes?