What is the ‘battle of forms’ rule from this case?

Generally, the last shot wins: the last set of terms sent and received without objection governs the contract.

Was there a counter-offer in Butler Machine?

Yes. The buyer’s order with its own terms (without the price variation clause) was a counter-offer.

How was the counter-offer accepted?

The seller signed and returned the buyer’s acknowledgment slip. That acceptance bound the parties to the buyer’s terms.

Could the seller charge a higher price later?

No. The contract was formed on the buyer’s terms, which excluded the price variation clause.

What’s the takeaway for drafting?

Use clear acceptance language and watch what you sign. If you accept a reply form without objection, their terms may control.

butler-machine-tool-co-ltd-v-ex-cell-o-corporation-england-ltd

Butler Machine Tool Co. Ltd. v. Ex-Cell-O Corporation (England) Ltd.

(1979) 1 WLR 401 (CA) — Battle of Forms • Offer & Acceptance

Court of Appeal (England & Wales) 1979 (1979) 1 WLR 401 Contract • Formation ~7 min India

Author: Gulzar Hashmi • Published: 26 Oct 2025

Quick Summary

The seller quoted a price with a price variation clause. The buyer replied with its own order form excluding that clause and asked the seller to sign the acknowledgement slip. The seller signed and returned it, adding a cover letter about its original quotation. Later, the seller tried to charge more. The Court of Appeal held: this was a battle of forms and the last shot—the buyer’s terms—won. No price increase.

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Issues

On whose terms, and at which point, was the contract formed?
Did the buyer’s reply amount to a counter-offer that was accepted?

Rules

In a battle of forms, the last shot generally prevails—terms last sent and received without objection bind.
A reply that looks like acceptance but introduces materially different terms is a counter-offer. If the other side then assents (e.g., signs), the counter-offer governs.

Focus: offer → counter-offer → acceptance sequence.

Facts — Timeline

Offer → Reply → Signature → Dispute

Seller’s quotation: Machine tool £75,535; delivery ~10 months; seller’s terms prevail incl. price variation clause.

Buyer’s response: Own terms & conditions, no price variation clause; includes acknowledgement slip to sign.

Seller signs: Returns the slip (accepts) with a cover letter referring to original quotation.

Later: Buyer can’t take delivery; seller seeks price increase per its clause.

Action: Seller sues for extra cost and interest; buyer denies liability.

Held: Contract on buyer’s terms. No price variation clause. Buyer wins.

Timeline for Butler Machine Tool v Ex-Cell-O: offer, counter-offer, acceptance

Arguments

Seller (Plaintiff)

Acceptance was on seller’s quotation terms.
Price rise valid per variation clause.
Buyer’s later refusal caused loss.

Buyer (Defendant)

Reply form was a counter-offer (no price variation).
Seller accepted by signing and returning slip.
Thus, contract excludes the price variation clause.

Judgment

For the Buyer

As Denning M.R. explained, in a battle of forms there is a contract once the last form is sent and received without objection. The buyer’s form (no price variation clause) was the last shot and was accepted by the seller’s signature. Therefore, the seller could not increase the price.

Judgment concept image: last shot wins in battle of forms

Ratio (Legal Principle)

Counter-offer replaces the original offer. When the other side signs the counter-offer or otherwise assents without objection, those terms control the deal.

Why It Matters

Shows how contracts form amid conflicting standard terms.
Warns sellers: signing a buyer’s slip may bind you to their terms.
Encourages clear acceptance language or explicit objections.

Key Takeaways

Last shot wins—unless you object in time.
Signing a reply slip can accept new terms.
Exclude unwanted terms expressly (or refuse to sign).

Mnemonic + 3-Step Hook

Mnemonic: “Sign = Switch of Terms.”

Offer: First form with its terms.
Switch: Reply form changes key term (counter-offer).
Seal: Signature/assent accepts the new terms.

IRAC Outline

Issue

Whose terms governed, and when did the contract crystallise?

Rule

Counter-offer + acceptance without objection → counter-offer’s terms bind (last shot).

Application

Buyer’s form excluded price variation; seller signed and returned slip.

Conclusion

Contract on buyer’s terms; price rise invalid; buyer prevails.

Glossary

Battle of Forms: Exchange of standard terms where each side tries to impose its own.
Counter-offer: A reply that changes terms; it rejects the original offer and proposes new terms.
Price Variation Clause: A term allowing the seller to adjust price before delivery.