BATTLE OF THE FORMS

Mozaffarian and his wife, each suing individually and as

d/b/a (doing business as) three companies they owned,

signed a credit agreement in which they expressly

acknowledged receipt of, and agreed to be bound by,

terms and conditions contained in an extrinsic (external)

document, which they neither read nor requested

a copy of to read. The credit agreement identified

the terms and conditions as those contained on each

invoice. After the credit application was approved, they

then saw, for the first time, the terms and conditions,

which contained a New York forum selection clause.

Movado proved by a preponderance of the evidence

that the terms and conditions of the extrinsic document

were incorporated into the credit agreement and that

the defendants acknowledged receipt and agreed to be

bound by the same. The credit agreement, which identified

the terms and conditions as those contained on

each invoice, was sufficient to put the defendants on

notice that there was an additional document of legal

import to the contract they were executing.

CASE QUESTIONS

1. Was the forum selection clause an additional term,

a different term, a confirmatory writing, or a term

incorporated into the document? Explain.

2. Does the fact that Mozaffarian et al. never requested

to see the extrinsic document have any bearing on

the case? Why or why not?