Figgie International, Inc. v. Destileria Serralles, Inc.

190 F.3d 252 (4th Cir. 1999)

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Nature of the Case

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Facts

D operates a rum bottling plant in Puerto Rico. D and P entered into a written agreement under which P was to provide bottle-labeling equipment capable of placing a clear label on a clear bottle of 'Cristal' rum within a raised glass oval. The installed equipment never worked right. P attempted to repair the equipment. Eventually P refunded the purchase price and D returned the equipment. D then requested that P pay for alleged losses caused by the failure of the equipment to perform as expected and by the delay in obtaining alternative equipment. P instituted this declaratory judgment action, asserting that it owed no further obligations to D under the agreement because D's remedy for breach was limited to repair, replacement, or refund -- both under the written terms and conditions of the sales agreement and pursuant to usage of trade in the bottle-labeling industry. The contract terms stated: 'Buyer's exclusive remedies for all claims arising out of this agreement and the transaction to which it pertains shall be the right to return the product at buyer's expense, and, at seller's option, receive repayment of the purchase price plus reasonable depreciation for the repair and/or replacement of the product. . . . Seller shall not be subject to any other obligations or liabilities whatsoever with respect to this transaction, and shall under no circumstances be liable for delays, or for any consequential, contingent or incidental damages.' P has been unable to produce the original sales agreement, asserting that it was lost during a business reorganization. D has produced its copy of the agreement, the last page of which stated that 'this quotation is made subject to the additional general terms and conditions of sale printed on the reverse hereof,' but the reverse side of the page is blank. P asserts that the absence of the general terms and conditions on D's copy is most certainly a copying mistake, whereas D asserts that they were never part of the agreement. P still moved for summary judgment because, under the UCC, usage of trade in the bottle-labeling industry would supplement the sales agreement with the identical limited remedy of repair, replacement, or refund. UCC 1-205(3). P got the judgment and D appealed.