In contract law, the Offer and acceptance analysis is a traditional approach used to

determine whether an agreement exists between two parties. The Butler Machine Tool Co

Ltd v Ex-Cell-O Corporation Ltd ([1979] 1 WLR 401 case in contract law is an example of the

“battle of forms” which is a situation that arises when two parties, the “offeror” and the

“offeree” exchange inconsistent standard forms during contract negotiations and reach an

agreement without deciding whose standard forms prevail.

The main question which arose from this case was which of the standard form contracts

prevailed in the transaction between the buyer and the seller. In the court of appeal, Lawton

LJ, Bridge LJ and Lord Benning MR came to the same conclusion but did so very differently.

The approach adopted by Lawton and Bridges LJJ is called the “traditional” or “classical” one,

according to which “the court must ascertain whether or not an offer has been made and

then whether there has been an acceptance which mirrors the terms of the offer”. In this

classical approach the court must simply study the exchange of standard forms between the

parties in search of a matching offer and acceptance. If such match is found then the court

concludes that there is a contract between the two parties.

Lord Benning on the other hand, took a very different approach considered to be a “global

approach”. The global approach offers more flexibility and the opportunity of making

sensible decisions then does the traditional rule-based approach. He rejected the classical

doctrine of offer and acceptance as he considered it “out of date”. He instead examined all

the documents passing between the parties to identify if whether or not the parties had

reached agreement on all material points. Lord Denning once stated: “it is a mistake to think

that all contracts can be analysed into the form of offer and acceptance. I know