
Contract Law: Textile Unlimited, Inc. v. A. BMH and Company (Battle of the Forms)
Yale Law professor Ian Ayres examines Textile Unlimited, Inc. v. A. BMH and Company, a dispute over yarn shipments that turns into a classic battle of the forms case under UCC 2-207. Part of his American Contract Law course, this lecture looks at counter offers and how conflicting boilerplate terms on purchase orders and invoices get resolved when both parties assumed a deal was struck. Ayres walks through the case file, tracing how arbitration clauses buried in a seller's terms can bind or fail to bind a buyer who never explicitly agreed to them, and what counts as acceptance versus a counter offer under the Uniform Commercial Code. The lecture fits within a broader unit on the bargain relationship and the nature and effect of counter offers, using this single dispute to illustrate a recurring problem in commercial contracting.