Cengage Advantage Books: Fundamentals of Business Law 9th Edition by Roger LeRoy Miller

تمرين 26

Office Supply Store.com v. Kansas City School Board
Missouri Court of Appeals, 334 S.W.3d 574 (2011).
www.courts.mo.gov
FACTS Office Supply Store.com is a domain name registered to Office Supply Store, Inc., a corporation based in Bellevue, Washington. Employees of the Kansas City School District in Missouri allegedly ordered $17,642.54 worth of office supplies-without the authority or approval of their employer-from Office Supply Store.com. The Office Supply invoice that was sent with the goods (after the order had been placed) identified Los Angeles, California, as the "legal venue" for deciding disputes. When the goods were not paid for, Office Supply filed a suit against the Kansas City School Board and others, including some of the district's employees, in a California state court. The defendants did not respond. The court entered a default judgment in Office Supply's favor for more than $30,000 in damages, interest, attorneys' fees, and court costs. Office Supply asked a Missouri state court to formally register the judgment so that it could be enforced. The defendants appealed this registration.
ISSUE Is a forum-selection clause enforceable when it was included as an additional term in a seller's invoice that was received at the time the goods were delivered?
DECISION No. A state appellate court reversed the lower court's decision.
REASON Under UCC 2-207, additional terms included in an invoice delivered by a seller to a nonmerchant buyer with the purchased goods do not become part of the parties' contract, unless that buyer expressly agreed to them. This law has been adopted in both California and Missouri. In this case, the school board and the district's employees did not fit the definition of a merchant under the UCC. Thus, the court reasoned that the forum-selection clause could only be construed as a proposal for an addition to the contract. There was no evidence that the defendants had agreed to the clause.
FOR CRITICAL ANALYSIS-Ethical Consideration Should the court have allowed the default judgment to be registered so that it could have been enforced? Why or why not?