     Case: 14-10412      Document: 00512893928         Page: 1    Date Filed: 01/08/2015




           IN THE UNITED STATES COURT OF APPEALS
                    FOR THE FIFTH CIRCUIT
                                                                           United States Court of Appeals
                                                                                    Fifth Circuit


                                      No. 14-10412                                FILED
                                                                            January 8, 2015
                                                                             Lyle W. Cayce
                                                                                  Clerk



OPERATING TECHNICAL ELECTRONICS, INCORPORATED,

                                                 Plaintiff–Appellee,

versus

GENERAC POWER SYSTEMS, INCORPORATED,

                                                 Defendant–Appellant.




                   Appeal from the United States District Court
                        for the Northern District of Texas
                              USDC No. 4:12-CV-345




Before HIGGINBOTHAM, SMITH, and GRAVES, Circuit Judges.
PER CURIAM: *


       This is an ordinary contract dispute governed by the Texas version of the



       * Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH
CIR. R. 47.5.4.
    Case: 14-10412    Document: 00512893928     Page: 2    Date Filed: 01/08/2015



                                 No. 14-10412
Uniform Commercial Code, brought to federal court via diversity jurisdiction.
The issue, broadly stated, is which actions during the negotiations constituted
the offer and acceptance that formed a binding contract.
      We have reviewed the briefs, pertinent parts of the record, and the
applicable law and have heard the helpful arguments of counsel. There is no
error. The district court properly decided that the January 21, 2008, email
from the plaintiff was the initial offer, so those terms applied, and that offer
expressly limited acceptance to all of its terms. Defendant’s purchase order,
sent on February 1, served as an acceptance of those terms, which plaintiff
confirmed on February 8. We therefore need not make an Erie guess as to
whether Texas applies the “knockout rule” to such negotiations.
      AFFIRMED.




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