Egan Machinery Co. v. Mobil Chemical Co.
United States District Court for the District of Connecticut
660 F. Supp. 35 (D. Conn. 1986)
Mobil (defendant) sent Egan (plaintiff) a purchase order for a precoater that expressly limited acceptance to its own stated terms and rejected any additional or different terms unless expressly agreed to in writing; Egan responded with an order acknowledgment stating its offer was accepted "on the condition that" Egan's Standard Conditions of Sale - which included an indemnification clause - were accepted, then shipped the precoater. After a Mobil employee was injured using the precoater and won a judgment against Egan, Egan sued Mobil to recover under the indemnification clause; Mobil moved for summary judgment, arguing the clause never became part of the parties' contract.
Whether a conditional acceptance clause converts an acceptance into a counteroffer when the offeree does not clearly reveal its unwillingness to proceed with the transaction unless assured of the offeror's assent to additional or different terms.