Forum Selection Clause and Invoices

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 exclusive and shall be deemed the terms and conditions of the agreement between the parties for the purchase of the boat.