Step-Saver Data Systems v. Wyse (1991)

The plaintiff was the seller of a hardware/software bundle and had entered into a contract with the defendant to purchase software for the in its package. After receiving complaints from its customers, the plaintiff tried to resolve the problems by contacting the defendant and requesting technical assistance. The problems were never solved, and the plaintiff filed a suit against the defendant for breach of warranty. The defendant claimed that a box-top warranty applied to the plaintiff’s purchase which effectively disclaimed the defendant from any damages. Plaintiff argues that he never agreed to the box-top license, and that the contract was formed on the phone when ordering the software. Note that the defendant had tried to get the plaintiff to expressly agree to the license terms, which were ignored twice.

The district court held that the parties intended to adopt the box-top license as the complete and final expression of terms of their agreement.

Whether additional terms are valid when after the formation of a contract, these additional terms are offered and stated that they are to be accepted upon further fulfillment of the contract

Holding reversed and remanded for further consideration of Step-Saver’s express and implied warranty claims against TSL.

The court saw no basis in the terms of the box-top license for inferring that a reasonable offeror would understand from the refund offer that certain terms of the box-top license were essential to TSL while others such as the non-transferability provision were not.