Brown Machine, Inc. v. Hercules, Inc. Missouri Court of Appeals 1989 1) Facts a) In early 1975 Brown sold Hercules a T-100 trim press. b) The initial sales negotiations begn in October 1975 c) On November 7, 1975, Brown submitted its original proposal, along with terms and conditions d) Hercules prepared a purchase order but objected to a price term e) Brown stated they would not waive the price term f) Hercules then sent a purchase order confirming the price but rejected all terms and agreements unless agreed on by both parties g) Brown then sent a purchase form with the exact same terms as November 7 back to confirm contract h) One small change was made by Hercules but that was it i) Later on an employee of Hercules was hurt using the machine and filed suit against brown j) Brown demanded that Hercules pay for legal costs as per their terms and conditions k) Hercules refused l) Brown files suit against Hercules for damages 2) History a) Parties i) Brown (1) Plaintiff ii) Hercules (1) Defendant b) Claims i) Brown claims that Hercules violated their term and conditions they had agreed upon ii) Hercules claimed they had to expressly consent to that term since it was added after offer and acceptance and they did not c) Procedural History i) Trial court rued in favor of Brown ii) Hercules appeals 3) Issues a) Were the terms and conditions apart of the offer i) When one side expresses limited acceptance depending on factors, the factors must be agreed upon or the one side has expressed an assent not to be bound ii) In this case Hercules specifically said it did not acknowledge terms unless both sides agreed and thereby limited their acceptance. Brown did no such thing on their side and since both sides did not agree upon the indemnity expressly, then it is not a valid addition. 4) Judgment: Reserved