DTE Energy Technologies, Inc. v. Briggs Electric, Inc.
United States District Court, Eastern District of Michigan
2007 WL 674321 (2007)
Briggs Electric (defendant), a subcontractor on a hospital construction project, sent DTE Energy (plaintiff) a purchase order for electric generator systems; DTE responded with an email signaling acceptance and later sent a formal order acknowledgment attaching standard terms that included a new forum-selection clause requiring disputes to be resolved under Michigan law in Michigan courts - a term absent from Briggs's original purchase order. After a payment dispute over $880,000, DTE sued Briggs in Michigan state court relying on the forum clause, while Briggs pursued mediation and a declaratory action in California, arguing it never agreed to litigate in Michigan.
Whether, under UCC § 2-207, a written confirmation of an offer may be treated as a rejection or counteroffer if it contains additional or different terms and is expressly made conditional on the original offeror's assent to those terms.