Brown Machine, Inc. v. Hercules, Inc.

Hercules, Inc. (Hercules) (defendant) requested a price quote from Brown Machine, Inc. (Brown) (plaintiff), and Brown's quote explicitly stated it wished to further discuss the terms, submitted the quote for "approval," and included language that the quotation itself was not an offer that could be accepted. Hercules then sent a purchase order stating that acceptance was expressly limited to its own terms, which contained no indemnity clause; Brown responded with an order-acknowledgment that added an indemnity provision, and the equipment was shipped and paid for. When a Hercules employee was later injured by the equipment and sued Brown, Brown sought to enforce the indemnity provision against Hercules, which refused; Brown sued for the settlement amount, and the trial court ruled for Brown, awarding damages. Hercules appealed.