'Battle of the forms'—first shot, framework agreements and jurisdiction clauses (TRW v Panasonic)

Table of contents

• What are the practical implications of this case?
• What was the background?
• What did the court decide?
• Case details

Article summary

Commercial analysis: While the 'last shot' usually wins the contractual 'battle of the forms' to determine which party’s standard terms govern the contract concluded, in TRW v Panasonic, the Court of Appeal held that, exceptionally, the seller’s 'first shot' had won the battle by creating an overarching 'master' agreement governing all subsequent purchases by the buyer. The court also rejected (obiter) the buyer’s argument that that overarching agreement was unsupported by consideration, drawing an analogy with public procurement and framework agreements, which have been held to be binding and never challenged for lack of consideration. Written by Chirag Karia QC, barrister at Quadrant Chambers.