U.S. Glass & Aluminum v. Winco Window Co. CA1/3

BACKGROUND

In 2021, U.S. Glass contracted Winco to manufacture windows for a housing development in San Francisco. U.S. Glass sent Winco a purchase order incorporating its “Standard Terms & Conditions.” Its terms required — if a dispute arose — arbitration in San Francisco. Winco replied via e-mail, “[y]our PO, as attached, has been accepted.” Winco attached the purchase order but drew an “X” over the terms clause and wrote, “EM Per Winco Terms 5/11/2021.” Winco’s terms required arbitration in Missouri. U.S. 1 Glass did not open the attachment because Winco indicated in its e-mail that it accepted the purchase order. After U.S. Glass sued, both parties petitioned the trial court to compel arbitration. The court heard the petitions concurrently and found Winco did not expressly condition its acceptance of U.S. Glass’s purchase order on U.S. Glass’s assent to Winco’s terms, and that the proposed changes were material. Therefore, it concluded U.S. Glass’s terms controlled. It granted U.S. Glass’s petition and ordered Winco’s off calendar.

DISCUSSION

Winco — relying on Roth Grading, Inc. v. Martin Bros. Constr. (E.D.Cal. 2020) 493 F.Supp.3d 865 and Shaw v. Regents of University of…