New Jersey Lemon Law Lawyer Blog

Invoices and forum selection clauses

An invoice is a mere detailed statement of the nature, quantity and cost or price of the things invoiced. Dows v. National Exchange Bank of Milwaukee, 91 U.S. 618, 23 L.Ed. 214 (1875); Sturn v. Boker, 150 U.S. 312, 14 S.Ct. 99, 37 L.Ed. 1093 (1893). It has been held that a notation appearing on an invoice accompanying goods ordered by telephone did not constitute a contract; that an invoice is not a contract; and that silence may not operate as an assent. Tanenbaum Textile Co. v. Schlanger, 287 N.Y. 400, 40 N.E.2d 225 (1942). Albrecht Chemical Co. v. Anderson Trading Corp, 298 N.Y. 437, 84 N.E.2d 625 (1949). The retention of goods by a purchaser with notice of conditions or limitation of liability may in some instances amount to assent depending upon proof of the principles of contract. Dale v. See, 51 N.J.L. 378, 18 A. 306, 5 L.R.A. 583 (Sup.Ct.1889). 1 Williston on Contracts (Rev. ed.), Sec. 91-91D. Hoffman Laroche v. Weisbard 19 N.J.Super 210, 245 (App.Div 1952)

This is especially true since there is no requirement for the plaintiff’s signature and there is no indication in the defendant’s submissions as to the nature and extent of the transmittal processing or the method by which the transaction was completed. There are too many factual issues to permit the court to assume that the rear of an unsigned invoice is the terms and conditions of the contract between the parties. Quite simply, there is nothing in the terms or conditions that indicate these are the exclusive and shall be deemed the terms and conditions of the agreement between the parties for the purchase of the boat.

The issue is the enforceability of a forum selection clause.

The defendant has failed to demonstrate that the reverse side of an unsigned invoice constitutes all of the terms and conditions of the contract for the plaintiff’s purchase of the subject engines. It is too early in the litigation to make this determination
When the contract terms are ambiguous and the parties dispute their meaning, construction of the contract and application of any evidence submitted to prove the surrounding circumstances are for the jury. See State Farm Mutual Auto Insurance Co. v. Anderson, 70 N.J. Super. 520 524 (App. Div. 1961).

A review of the “invoice” demonstrates that the purchase price is on the front of the document and various terms are on the rear of the document. There is no indication that the plaintiff signed, was asked to sign or actually was required to sign this invoice. There is no proof that there the plaintiff even reviewed the rear of the invoice. There is no indication by the terms of the conditions at the rear the contract that by accepting delivery of the boat the plaintiff accepts all of the terms and conditions of the agreement. Therefore this matter is not ripe for summary judgment at this time because there is potentially factual issue as to whether or not the reverse side of the “invoice” is determinative of the nature and extent of the relationship between the parties, whether or not there was an ongoing relationship between the parties prior to the date of the purchase, and whether or not the terms and conditions at the rear of the contract were intended to be a part of the transaction.

What is a forum Selection Clause?

In the modern business climate there are many landmines signing standardized contracts:

ARBITRATION CLAUSES
FORUM SELECTION CLAUSES
DAMAGE WAIVERS
REDUCED STATUTE OF LIMITATIONS
OTHER LIMITATION OF ACTIONS
WARRANTY WAIVERS

There is a basic analysis. Under the standard contract rules is the clause enforceable. Courts are very clear. You signed it So you agreed to it!! There is somewhat of a different analysis for businesses as opposed to consumers BUT it is very similar. Sometimes the courts have different public policy concerns that will be enforced that changes the results.

CARTON AND RUDNICK

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Car dealership complaints