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Home Ice Co. v. Big "R" Ice Co.
Citations: 41 Ark. App. 192; 850 S.W.2d 333; 21 U.C.C. Rep. Serv. 2d (West) 24; 1993 Ark. App. LEXIS 222Docket: CA 92-920
Court: Court of Appeals of Arkansas; April 7, 1993; Arkansas; State Appellate Court
Home Ice Company, Inc. sued Big “R” Ice Company, Inc. for breach of contract, but the trial court found no enforceable contract existed. On appeal, Home Ice contended this was erroneous, and the appellate court agreed, reversing the trial court's decision. The facts are uncontested: Home Ice's president, Allison Schultz, negotiated a 'Contract of Sale' with Big “R” Ice's Russell Ratliff for a minimum purchase of 3,000 blocks of ice from May 1, 1990, to December 31, 1990, at $7.00 each. The contract included restrictions on sales to certain competitors. Schultz signed and sent the contract on May 29, 1990, and received it back, signed by Ratliff, with an additional clause that caused her confusion. After further discussions, Schultz added a handwritten clause to clarify restrictions on sales to a specific competitor and sent it back for ratification, but Ratliff never ratified this addition. The trial court found that, despite the evidence supporting the existence of negotiations and some transactions taking place between the parties, the contract was insufficiently established due to the unresolved modifications. While the trial court's factual findings were supported by evidence, the appellate court disagreed with its legal conclusion regarding the lack of a contract. Arkansas Code Annotated section 4-2-207 (1987) allows for a definite expression of acceptance or a written confirmation to operate as acceptance, even if it includes additional or different terms, unless the acceptance is explicitly conditional on agreeing to those terms. The additional terms are viewed as proposals for inclusion in the contract. In this case, a written contract signed by an authorized representative of Home Ice constituted an offer, which invited acceptance through the signature of an authorized representative of Big “R” Ice. When Russell Ratliff signed on behalf of Big “R” Ice, a contract was established, despite the inclusion of an additional term. The court found that a contract existed between the parties and reversed the trial court's decision, remanding for further proceedings. The opinion did not address whether the additional terms inserted by Ratliff or Home Ice became part of the agreement. Justices Pittman and Cooper concurred. The relationship between § 4-2-207 and the 'mirror image' rule is referenced in the Restatement (Second) of Contracts.