Northrop Corp. v. Litronic Industries


–          Litronic offered to sell North, wire boards.

–          Litronic’s offer contained a 90 day warranty.

  • Northrop’s returned invoice contained an unlimited time in duration.

–          After 90 days had passed, Northrop tried to return some faulty switch boards but Litronic would not allow it.

–          Offeree’s response contains different, but not additional terms.

–          It was deemed that six months was a reasonable time to return the boards due to the nature of the industry.

–          Rejected the sensible option from trying to determine if the new terms in the offer from (Northrop) are materially different from the original offer.

–          It is clear that both sides did not agree with the warranty because “Northrop” sent back there invoice with a no-warranty clause.

Procedural History

–          Lower court rendered judgment in favor of “Northrop Corp.”

–          Affirmed.


–          Different terms versus additional terms.


–          NO.


–          Under the majority view, is that the presence of different terms in the acceptance suggests that the offeree didn’t really accede to the offeror’s terms, yet both parties contracted.


–          Non-conforming goods can be rejected in reasonable time.

  • 6 months was a reasonable time due to the complexity of the switch boards.

–          Both sides did not assent to the “different” terms laid out by North shows that they really didn’t acceded to the offeror’s terms because they put, unlimited terms on there warranty.

  • But they conducted business anyways.

–          If offeror does not want to conduct business, he/she can specify that the North must conform to all aspects of the deal.

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