Idaho Power Co. v. Westinghouse Electric Corp.

United States Court of Appeals, Ninth Circuit, 1979.

596 F.2d 924.

Dawson, pp. 422-426


Facts: Idaho Power sent an inquiry to Westinghouse about buying a voltage regulator.  Westinghouse sent back a quote with some terms and conditions on the back, including a limitation of liability.  Idaho Power sent a purchase order for the regulator with language saying that acceptance of the order trumped all previous agreements.  Idaho Power installed the regulator, and it broke.  They sued Westinghouse for damages, but the trial court awarded summary judgment to Westinghouse based on the liability limitations on their form.  Idaho Power appealed.


Issue: Were the limited liability provisions incorporated into the contract between the parties?


Rule: UCC § 2-207 says that in commercial transactions, the common law “mirror image” rule will not be used.  Instead, a “deviant acceptance” is still treated as an acceptance as long as it is not expressly conditional on new and different terms.


Analysis: The court first finds that Idaho Power’s response to the quote was an acceptance even though additional terms were added.  The court also concludes that this acceptance was not conditional on any new or different terms.  Idaho Power did not come right out and say that they weren’t accepting unless Westinghouse agreed to supersede all previous agreements.


Next, the court considered whether Westinghouse’s disclaimer was part of the contract.  The court found that Idaho Power failed to contest Westinghouse’s disclaimer, and thus the disclaimer gets into the contract under § 2-207(2).


Conclusion: The award of summary judgment by the trial court is upheld.


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