Therma-Coustics Manufacturing, Inc. v. Borden, Inc.

This appeal presents for the first time in this state an occasion to interpret section 2207 of the California Uniform Commercial Code {infra) as it operates to permit an offeree seller to accept an offer to purchase on terms not contained in the offer, which are yet binding on the offeror buyer, provided such terms do not represent a “material alteration” of the contract. Here the offeree seller’s invoices contained a printed limitation of one year within which the buyer could commence an action “under this contract” after such action had accrued. On the facts before it, the trial court ruled that a suit brought by the buyer twenty-one months after all six of its causes of action had accrued, including those for fraud and negligent misrepresentation, was barred by this one-year limitation provision which had become a term of the contract in the manner noted. In our view, the trial court properly ruled on the issues before it, and the judgment of dismissal will be affirmed.

Synopsis of the Trial Court Proceedings

After Therma-Coustics Manufacturing, Inc., a Texas corporation (plaintiff) filed its initial complaint in the underlying action on March 30, 1979, and after…