Step-Saver Data Systems v. Wyse (1991)

Step-Saver Data Systems, Inc. ("Step-Saver") sold computer management systems that bundled

(an IBM computer) + (remote terminals by Wyse Technology) + (software called "Multi-link Advanced" by TSL)

The Software Link, Inc. (TSL) is now a defunct software company.

Wyse was acquired by Dell in 2012.

Step-Saver (plaintiff) was the seller of a hardware/software bundle and had entered into a contract with the defendant ("Wyse") to purchase software for the in its package.

After receiving complaints from its customers, Step-Saver tried to resolve the problems by contacting Wyse and requesting technical assistance. The problems were never solved.

Step-Saver filed a suit against the defendant ("Wyse"; both Wyse & TSL) for breach of warranty. The defendant claimed that a box-top warranty applied to Step-Saver’s purchase which effectively disclaimed the defendant from any damages.

Step-Saver argued that he never agreed to the box-top license, & 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. <==> Step-Saver lost.

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.

If contract terms are reflected in an exchange of writings, may they be altered by one party's printing of a box-top license that includes different terms?

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

No. Contract terms reflected in an exchange of writings may not be altered by 1 party's printing of a box-top license with significantly different terms.

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.

Other court decisions have held

(box-top license) = (shrink-wrap license)

against the customer, who here was Step-Saver, even though Step-Saver prevailed in this case.