DTE Energy v. Briggs

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DTE Energy v. Briggs
Court Eastern District of Michigan
Citation 2007 WL 674321
Date decided February 28, 2007

Facts

  • Plaintiff = DTE Energy Technologies, Inc. ("DTE"); a Michigan company
  • Defendant = Briggs Electric, Inc. ("Briggs"); a California corporation
  • The 2 companies signed 2 contracts for the sale of 3 electric generators.
  • Each company used its own contract form. However, the terms & conditions (T&C) of the 2 contracts didn't match up.
  • Battle of the forms

Procedural History

DTE sued Briggs in federal district court in Michigan over non-payment of the 3 generators DTE had delivered.

Briggs demanded mediation in California.

Issues

Does written confirmation of an offer constitute acceptance even when it contains terms different from the offer?

Arguments

Briggs (the CA company) argued that Briggs owed damages due to delayed delivery of the generators.

Holding

Yes. A written confirmation of an offer constitutes acceptance even when it contains terms different from the offer.

The forum-selection clause didn't bind Briggs; so, Briggs hasn't agreed to submit to the court's jurisdiction.

Judgment

In favor of Briggs to dismiss the lawsuit

Reasons

Judge Duggan: A court can only exercise personal jurisdiction over a party if jurisdiction is authorized under the law of the forum state & consistent with the Due Process Clause of the 14th Amendment.

Rule

Section 2-207 of the UCC is applicable in this case according to Judge Duggan.

Uniform Commercial Code ยง 2-207

Resources

Caption text
Date Event Other notes
October 21, 2003 Briggs sent DTE a purchase order & its contract form Court concluded that Brigg's purchase order was an offer specifying quantity, price, & delivery conditions.
Dec. 4th 2003 DTE sent Briggs the DTE terms & conditions DTE's form included a forum selection & choice of law clause; DTE wanted litigation to take place in Michigan (not California)
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