973 F. Supp. 2d 48
D. Me.2013Background
- Packgen sues Berry Corporation and Covalence over alleged breaches of contract and warranties arising from two purchases of laminated polypropylene from Berry in 2007–2008.
- Berry attached standard terms and conditions to invoices; Packgen had previously received no such terms on earlier purchases and did not expressly agree to the new terms before performance.
- The invoices included a one-year limitation period for contract claims, purportedly reducing the period under Indiana law; the contract dispute centers on whether these terms became part of the agreement.
- The court must determine whether Maine law applies to the terms and, if so, whether 11 M.R.S. § 2-725 and § 2-207 create a genuine dispute about material alteration of the contract.
- Plaintiff argues the contracts formed when Berry began production or shipped goods and that the invoices were confirmations, not counteroffers, so 2-207(2) applies differently.
- The court finds a genuine dispute about whether Berry’s one-year limitation term materially altered the contracts under 11 M.R.S. § 2-207(2).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Maine law governs 2-207 analysis of terms | Packgen contends Maine law governs contract formation and modification. | Berry argues Maine law applies and 2-207(2) controls whether terms become part of the contract. | Maine law applies for 2-207 analysis; no true conflict with Indiana law. |
| Did Berry accept Packgen’s offers before sending invoices? | Packgen contends Berry accepted offers by performance, before invoices with terms. | Berry argues acceptance occurred via shipment/production and invoices were confirmations. | Contract formed before invoices; shipments and production constituted acceptance. |
| Do 11 M.R.S. § 2-207(1) and (2) apply to Berry's invoices? | Packgen asserts terms are optional proposals under 2-207(2) and may not bind. | Berry contends invoices are confirmations with terms that become part of the contract under 2-207(2). | Yes, 2-207(1) and (2) apply; terms treated as proposals unless exclusions apply. |
| Whether Berry’s one-year limitation term materially alters the contract | One-year term is inconspicuous and surprising, thus a material alteration under 2-207(2). | Term is per se reasonable under § 2-725 and not a material alteration. | A genuine dispute exists as to material alteration under 2-207(2). |
| Is summary judgment appropriate given disputed material facts? | If terms did not bind, § 2-725 four-year period applies; no timely claim. | If terms bind, the one-year period bars suit. | No; genuine disputes preclude summary judgment on material alteration and formation issues. |
Key Cases Cited
- Shur-Value Stamps, Inc. v. Phillips Petroleum Co., 50 F.3d 592 (8th Cir. 1995) (one-year limitation term not per se material alteration)
- JOM, Inc. v. Adell Plastics, Inc., 193 F.3d 47 (1st Cir. 1999) (comments on materiality and confirmations under 2-207)
- Ionics, Inc. v. Elmwood Sensors, 110 F.3d 184 (1st Cir. 1997) (choice of law and 2-207(3) considerations)
- A.E. Robinson Oil Co. v. County Forest Prods., 40 A.3d 20 (Me. 2012) (material alteration standard for 2-207(2) in Maine)
- Thermar-Coustics Manufacturing v. Borden, 167 Cal.App.3d 282 (Cal. App. 1985) (one-year limitations term not a material alteration under some contexts)