Wachter Management Co. v. Dexter & Chaney, Inc.

DCI sold Wachter software under a signed proposal that made no mention of additional terms; the software's box contained a shrinkwrap license purporting to bind Wachter to a Washington venue-selection clause simply by opening the package. Wachter installed the software (as contemplated by the signed proposal) and later sued DCI in Kansas over software problems; DCI moved to dismiss based on the shrinkwrap venue clause.

Whether both parties to a contract must agree to proposed amendments that materially alter the original contract for those amendments to become part of the contract.