Idaho Power Co v Westinghouse case brief

 Idaho Power Co v Westinghouse (9^th Cir., 1979); Supp 131; Notes 53

Last shot rule
• Terms: Idaho Power sends inquiry to Westinghouse for the price of regulator. Westinghouse sends back their quote with terms on forms (with limitation language). Idaho Power sends a purchase order to Westinghouse with their terms (no limited liability) on the forms.
• Breach: Westinghouse delivers regulators; regulators cause a fire. The Westinghouse price quote contains liability limitations so they claim no liability.
• Issue: whose terms govern the agreement?
• Holding: common law rules.
• Mirror image rule: Ps request an invitation for an offer, Ds quote the original offer, Ps purchase order does not mirror the offer so cannot be acceptance, it is a counteroffer. D ships equipment which constitutes acceptance of Ps counteroffer.
• Last shot rule: the last document prior to performance is what governs the terms of the agreement.