C. ITOH & CO. (AMERICA) INC. V. JORDAN INT’L CO., 1977 by JohnMValentine

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									CONTRACTS C. ITOH & CO. (AMERICA) INC. V. JORDAN INT’L CO., 1977 History: Itoh sued, Jordan moved for a stay pending arbitration; trial court denied motion; Jordan appeals Facts: C. Itoh (Plaintiff) ordered steel coils from Jordan Int’l (Defendant); Jordan’s acknowledgement included a provision that its acceptance was expressly conditional on Itoh’s asset to the additional terms printed on the reverse side; these provisions included a requirement for mandatory arbitration; Itoh received, accepted, and paid for the steel, then discovered it was defective Issue: When no contract is formed b/c acceptance is expressly made conditional on assent to additional or different terms and the offeror does no assent, is a contract formed instead by performance governed by the gap-filling provisions of the UCC? Holding: Yes—judgment affirmed Analysis: Under UCC2-207(1) no contract was created by exchange of forms; b/c parties did perform, they do have an enforceable contract under 2-207(3) Supplementary terms are limited to the gap-filling provisions of UCC; arbitration is not one of those gap-filling provisions, so the contract contains no arbitration clause

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