Dakota Foundry was purchasing some equipment from Tromley Industries. According to the practice of the firm, the operations manager was supposed prepare a quote on Kloster stationery, and the back of the stationery contained its standard terms and conditions of sale, including a binding arbitration agreement.
The salesman would make several copies and pass them to everyone involved for negotiations. The salesman made copies but did not include the back page, which contained the standard terms, including the binding arbitration clause. After further negotiations, Tromley issued another quotation, which stated that it was a revised quotation and had combined the December 2009 quotes "and all subsequent changes made during our meetings into one, cohesive system quote." This quote also contained the same note as the original quote, advising Dakota to "[p]lease pay particular attention to the attached copy of our Standard Terms and Conditions of Sale which are an integral part of this quotation." However, no standard terms were attached to the quote. This second quote did have a document entitled "standard payment terms" attached, but it did not include any arbitration terms. Dakota Foundry accepted the second quote.
When problems arose with the equipment, Dakota filed suit, and Tromley filed a motion to compel arbitration on grounds that the contract incorporated Tromley's Standard Terms and Conditions, which included the binding arbitration clause. Do you think the court compelled arbitration? Why or why not?
[Dakota Foundry, Inc. v. Tromley Indus. Holdings, Inc., 737 F. 3d 492 (2013).]