Contracts
939 F.2d 91 (3d Cir. 1991)
Study notes for Step-Saver Data Systems, Inc. v. Wyse Technology: professor notes, cold call prep, exam angles, and memory aids.
Additional terms in a contract that constitute material alterations are not enforceable if they have not been mutually agreed upon.
In Step-Saver Data Systems, Inc. v. Wyse Technology, the Third Circuit addressed the application of UCC § 2-207 concerning the addition of terms to a contract. The court held that the additional terms in the box-top licenses provided by Wyse and TSL were material alterations that did not automatically become part of the contract. This case highlights the nuances of what constitutes a 'material alteration' and reinforces the importance of mutual assent in contract formation. Professors often emphasize the implications of this ruling on how parties draft and present terms in commercial transactions, especially in the context of software and technology licenses.
The decision also serves as a reminder that parties must be diligent in reviewing contracts and licenses before acceptance. The case establishes a framework for assessing whether additional terms introduced after an initial agreement are binding. It is critical for students to understand both the UCC's default rules on acceptance and the potential ramifications of failing to adequately communicate terms during negotiations.
Step-Saver Says: No More Material Changes!
| Case | Distinction |
|---|---|
| Adams v. Lindsell | In Adams v. Lindsell, the court focused on the communication of acceptance, whereas Step-Saver dealt with the impact of additional terms introduced after acceptance. |
| Berg v. Wiley | Berg v. Wiley addresses the issue of implied contract acceptance, while Step-Saver concerns enforceability of terms once a contract has been established. |
| Brown v. Tischler | Brown v. Tischler examined the duty of clearer terms leading to enforceability, contrasting with Step-Saver where the additional terms were deemed material alterations. |
Allowing only agreed-upon terms protects parties from unexpected liabilities and maintains fairness in contractual dealings.
Rigid adherence to the rule could stifle commercial innovation and lead to a lack of clarity in fast-evolving fields like technology.
This case may appear on exams focusing on contract formation, specifically regarding UCC § 2-207 and the handling of additional terms in commercial transactions. Students should be prepared to analyze the implications of material alterations on the enforceability of contracts.