Ionics, Inc. v. Elmwood Sensors, Inc.

Ionics, Inc. (plaintiff) repeatedly bought thermostats from Elmwood Sensors, Inc. (defendant) for its water dispensers, sending purchase orders with its own remedy terms and a notice that silence meant acceptance, while Elmwood responded with acknowledgments rejecting Ionics's terms and proposing its own liability-limiting "counteroffer" that Elmwood said would be accepted unless rejected within ten days. When several of Elmwood's thermostats malfunctioned and caused fires damaging Ionics's customers, Ionics sued, and Elmwood argued Ionics had accepted its liability-limiting terms; the trial court denied Elmwood's motion for partial summary judgment, and Elmwood appealed.