The dispute between Mr. Jon and Ms. Sonja Nelson and the International Paper Company over who owes whom what for a tree-farming/growing deal caught our eye because LEVENTHAL pllc also has a current case in which two parties entered into two agreements at the same time which are inconsistent.

On its face, the situation is almost absurd.

International Paper (“IP”) suggests “the parties rather inexplicably executed [two inconsistent] agreements [at the same time,]” as if IP were made up of newly discovered and mysterious subatomic particles rather than human decision-makers. (See here at p. 1).


IP, in arguing for summary judgment, has a simple solution to this inexplicable enigma: ignore one of the two agreements. That is, IP argues that “it is abundantly clear that the parties’ relationship was at all times governed” by one of the two agreements. Id. (IP suggests that the “objective conduct of the parties” shows which contract the two were operating under. (See here at p.10.))

The Nelsons, Minnesota Litigator readers will be shocked to read, see things differently.

The Nelsons essentially argue that the situation is analogous to the Uniform Commercial Code’s so-called “battle of the forms: “the final agreement in a battle of forms dispute between merchants includes the terms that match in the buyer’s and seller’s forms; the conflicting terms cancel each other out; and any additional terms that are not material become part of the agreement” (quote comes from here)). (The Nelson’s argument is here at pp. 19-25).

We’re not going to predict the outcome of IP ‘s motion for summary judgment. We’ll wait and see.

But the practice pointer for American businesses is obvious: sloppy and rushed execution of written contracts (done on the hood of a pick-up truck and/or on the side of a road?! (see here at p. 4)) is a generous gift to civil litigators. Civil litigators know how beloved we are to American businesses and we appreciate the business! Keep up the shoddy work!

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