Union Carbide Corp. v. Oscar Mayer Foods Corp.
United States Court of Appeals, Seventh Circuit
947 F.2d 1333 (1991)
Union Carbide's (plaintiff) invoices to Oscar Mayer (defendant) for sausage casings included a clause requiring Oscar Mayer to indemnify Union for government taxes Union "may be required to pay," and after years of Oscar Mayer paying the ordinary sales taxes shown on invoices, state authorities retroactively assessed Union $88,000 in back taxes plus $55,000 interest on those sales; Union paid the assessment and sued Oscar Mayer for indemnification under the invoice clause, and the trial court granted Oscar Mayer summary judgment.
Whether a party to a merchant-to-merchant contract can be required to honor terms not in the original offer but added upon acceptance, where those terms would materially alter the contract.