Liddell Brothers, Inc. v. Impact Recovery Systems, Inc.
1:15-cv-13226
D. Mass.Mar 21, 2016Background
- Liddell Brothers, a Massachusetts general contractor on a MassDOT Route 6 project, purchased Impact Recovery Systems’ Tuff Curb XLP products for about $914,000.\
- Impact (Texas) sent a April 4, 2014 price quote/warranty containing a Texas forum‑selection clause designating Bexar County, Texas.\
- Liddell returned an August 18, 2014 purchase order with different product codes and terms, including a Massachusetts forum‑selection clause requiring disputes be brought in Massachusetts state court; Impact’s president signed and returned the purchase order and Impact shipped the goods.\
- Dispute arose over whether anchor bolts complied with MassDOT U.S.-manufacture requirements; Liddell sued in D. Mass. asserting breach of contract, bad faith, fraud, and Chapter 93A claims.\
- Impact sued Liddell in Texas (state and federal); the Texas state action was stayed; a magistrate in W.D. Tex. recommended dismissing Liddell’s motion and found the parties’ contract formed on Liddell’s purchase order, applying the Massachusetts forum clause.\
- Impact moved in D. Mass. to transfer venue to W.D. Tex. under 28 U.S.C. § 1404(a); the D. Mass. court denied the transfer, concluding the purchase orders formed the contract and the Massachusetts forum‑selection clause controls.
Issues
| Issue | Plaintiff's Argument (Liddell) | Defendant's Argument (Impact) | Held |
|---|---|---|---|
| Which forum‑selection clause controls (Texas quote vs. Massachusetts purchase order)? | The purchase orders (signed by both) govern; they contain an exclusive Massachusetts forum clause. | The April 4 price quote (with Texas clause) is the controlling offer and governs disputes. | Purchase orders formed the contract; Massachusetts forum‑selection clause controls. |
| Whether Impact’s price quote constituted a binding offer under UCC § 2‑206 | Even if quote were an offer, Liddell’s purchase order was a counteroffer not an acceptance. | The quote was a definite offer and Liddell accepted it by conduct. | Court: price quote likely an invitation, and in any event Liddell’s purchase order was a counteroffer; acceptance occurred when Impact signed/shipped. |
| Whether Liddell’s purchase order could operate as an acceptance under UCC § 2‑207 despite differing terms | The purchase order contained an express condition/merger rejecting seller’s different terms, so it did not accept Impact’s terms. | Impact argued UCC § 2‑207 allows acceptance despite additional/different terms. | Held: PO’s conditional language (merger/clause) prevented it operating as an unconditional acceptance; PO controls. |
| Whether the Massachusetts forum‑selection clause is mandatory and covers Liddell’s claims | Liddell: clause is mandatory and broadly covers disputes about the purchased goods. | Impact: urged enforcement of its Texas clause. | Held: Massachusetts clause is mandatory and applies to the contractual disputes at issue; transfer to Texas denied. |
Key Cases Cited
- Atlantic Marine Constr. Co. v. U.S. Dist. Court for W. Dist. of Texas, 134 S. Ct. 568 (2013) (forum‑selection clauses control § 1404(a) analysis; plaintiff’s choice of forum merits no weight)\
- Claudio‑De Leon v. Sistema Universitario Ana G. Méndez, 775 F.3d 41 (1st Cir. 2014) (distinguishing mandatory vs. permissive forum‑selection clauses)\
- Rivera v. Centro Médico de Turabo, Inc., 575 F.3d 10 (1st Cir. 2009) (standard for interpreting forum‑selection clauses)\
- Softub, Inc. v. Mundial, Inc., 53 F. Supp. 3d 235 (D. Mass. 2014) (discussion of battle‑of‑the‑forms under UCC)\
- Cannavino & Shea, Inc. v. Water Works Supply Corp., 361 Mass. 363 (Mass. 1972) (pricing quotations generally are invitations to negotiate, not offers)