Tabberone Logo

Tabberone is pronounced tab ber won
not tay ber own

Tabbers Temptations     www.tabberone.com/Trademarks/ Home | Site Index | Disclaimer | Email Me!
"The only thing necessary for the triumph of evil is for good men to do nothing"
Edmund Burke


Step-Saver Data Sys., Inc. v. Wyse Tech, 939 F.2d 91 (3d Cir. 1991)

PLAINTIFF: As a result of advances in micro-computer technology, Step-Saver developed and marketed a multi-user system. Step-Saver began marketing the system in November of 1986. Almost immediately upon installation of the system, Step-Saver began to receive complaints from some of its customers. At least twelve of Step-Saver's customers filed suit against Step-Saver because of the problems with the multi- user system.

DEFENDANT : Wyse marketed hardware and software designed to run under Microsoft's Disk Operating System ("MS-DOS"). Disputes developed concerning responsibility for the problems. Step-Saver then filed a second complaint alleging breach of warranties by both TSL and Wyse and intentional misrepresentations by TSL.

The district court specifically agreed with the basic contention of TSL that the form language printed on each package containing the Multilink Advanced program ("the box-top license") was the complete and exclusive agreement between Step-Saver and TSL under § 2-202 of the Uniform Commercial Code (UCC). Based on § 2-316 of the UCC, the district court held that the box-top license disclaimed all express and implied warranties otherwise made by TSL.

The district court, without much discussion, held, as a matter of law, that the box-top license was the final and complete expression of the terms of the parties's agreement. Because the district court decided the questions of contract formation and interpretation as issues of law, the 3rd Circuit reviewed the district court's resolution of these questions de novo.

The 3rd Circuit Court of Appeals reversed. The Court concluded that TSL did not clearly express its unwillingness to proceed with the transactions unless its additional terms were incorporated . The Court reversed the holding of the district court that the parties intended to adopt the box-top license as the complete and final expression of the terms of their agreement and remanded.

The box-top license did not, therefore, constitute a conditional acceptance under UCC § 2-207(1).

counter for iweb