Butler+Machine+Tool+v+Ex-Cell-O+Corp

Facts
Butler Machine Tool Co Ltd made and sold machine tools. They sent a letter to Ex-Cell-O on May 23 1969 offering Ex-Cell-O some new machinery for £75,535. With it, was Butler's standard contract terms. It included a price variation clause, so their manufacturing costs went up, that price rise would be passed on to Ex-Cell-O. Ex-Cell-O replied on May 27 and said they would order the machinery, but on Ex-Cell-O's own standard terms. Ex-Cell-O's standard terms did not have a price variation clause. Butler replied on June 5. It replied on the tear-off slip from Ex-Cell-O's terms. At the bottom of this slip it read, "We accept your order on the terms and conditions stated therein." But Butler added a letter reasserting that the deal was being made under Butler's own terms, from the May 23 letter. A while later, nothing further had been said, and Butler delivered the machinery. They asked for £75,535, plus £2,892 according to their price variation clause. Ex-Cell-O refused to pay the extra. Butler sued Ex-Cell-O.

Held
The Court of Appeal all held that the contract was on Ex-Cell-O's terms, and therefore the increase in price was ineffective. The majority followed a traditional offer and acceptance analysis. But Lord Denning MR's judgment took the approach that one should look for material agreement and the court should have the power to ignore irreconcilable terms