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This case (Butler Machine Tool Co v Ex-Cell-O Corporation [1979] 1 WLR 401) demonstrates the complexities in resolving 'battle of the forms' offer-counter-offer situations in contracts (see: Battle of the forms). Many companies will affix to any offer to buy or sell a statement of the terms and conditions under which they are prepared to do business. In this case, Butlet offered to sell a machine tool to Ex-Cell-O, affixing its standard terms of sale. In these terms was a notice the effect that the price charged would that that ruling on the day of delivery, if delivery was delayed. Ex-Cell-O replied accepting the offer, and affixing a copy of its own terms and conditions. On the botton of the reply was a tear-off slip for signature. This was signed and returned to Ex-Cell-O. In the end, Ex-Cell-O could not take delivery for a month after that agreed, and Butler invoked its price variation clause. However, Ex-Cell-O insisted that the purchase was on its own terms, which did not allow for such a price variation. So whose terms won in the end? The Court of Appeal ruled that the contract was on Ex-Cell-O's terms, not Bultler's, because Ex-Cell-O's first reply to Butler was not an acceptance of Butler's offer, but a counter-offer, which Butler accepted by signing the tear-off sheet.

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