Mcc-Marble Ceramic Center, Inc. v. Ceramica Nuova D'agostino

144 F.3d 1384 (11th Cir. 1998)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

MCC (P) is a Florida corporation engaged in the sale of tiles. Ceramica (D) is an Italian corporation engaged in the manufacture of ceramic tiles. In October 1990, P met with D and negotiated an agreement to purchase tiles based on samples that were examined at a trade fair. An oral agreement was arrived at for price, quality, quantity, delivery, and payment. The parties then recorded this agreement on D’s standard printed order forms. The person who signed the contract, Monzon, on P's behalf neither spoke nor read Italian. P also claims that it entered into a requirements contract in February 1991 in which D agreed to supply a high-grade tile at discount as long as P agreed to purchase sufficient quantities. P completed a number of order forms requesting tile deliveries pursuant to that agreement. P sued D claiming breach of contract in February 1992. D claimed there was no obligation to fill the orders because P had defaulted on payment terms for previous shipments. D relied on its preprinted forms. Those forms were printed in Italian and contained terms and conditions on the front and back. The English translation of the forms gave D the right to suspend or cancel the contract, and other contracts upon default in payment and P had no right to indemnification or damages. D counterclaimed against P seeking damages for nonpayment of deliveries. P claimed that the tile it had not paid for was of a lower quality and pursuant to CISG, P was entitled to reduce payment in proportion to the defects. D defended this claim by pointing to the contract which called for complaints to be made in writing by certified letter within 10 days of receipt of the merchandise. The physical evidence supported P’s quality claims but P never submitted any written complaints to D. P argued before the court that the parties never intended the terms and conditions on the reverse side of the order form claiming that D was aware of such intent. Affidavits of D’s representatives and P’s employee at the trade show supported P’s evidence in this regard. The trial court awarded D summary judgment based on parol evidence, and P appealed.