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‘Battle of the forms’ and jurisdiction clauses (TRW v Panasonic)

‘Battle of the forms’ and jurisdiction clauses (TRW v Panasonic)
Published on: 19 January 2021
Published by: LexisPSL
  • ‘Battle of the forms’ and jurisdiction clauses (TRW v Panasonic)
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Article summary

Commercial analysis: In the contractual ‘battle of the forms’ to determine which party’s standard terms govern the contract concluded, the ‘last shot’ usually wins. But, in TRW v Panasonic, Mr Justice Kerr exceptionally held that the ‘first shot’ had won. He did so because the buyer in that case had, at the outset, agreed to the seller’s standard terms which precluded any contrary terms proposed by the buyer from applying even if the seller ‘had effected delivery or rendered services without reservation’ against a purchase order incorporating such terms, unless the seller had agreed to such terms in writing. This is an important decision because it demonstrates that parties firing the ‘last shot’, and those advising them, cannot safely assume that their ‘shot’ will always win; and that there are ways for the party firing the ‘first shot’ to ensure that its terms prevail instead. Written by Chirag Karia QC, barrister at Quadrant Chambers. or take a trial to read the full analysis.

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