Idaho Power Co. v. Westinghouse Electric Corp.
596 F.2d 924.
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.