Princess Cruises, Inc. v. General Electric Co.

143 F.3d 828 (4th Cir. 1998)

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Nature of the Case

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Facts

Princess (P) scheduled the SS Sky Princess for routine inspection services and repairs in December 1994. P wanted D to do the work because they were the original manufacturer of the engines. P issued a PO with a proposed price of $260,000 and a brief description of the services. The reverse side of the PO listed terms and conditions which indicated that P considered the PO to be an offer, acceptance could be by acknowledgment or by performance, that the terms and conditions could not be changed unilaterally, and that D would provide a warranty of workmanlike quality and fitness for the use intended. D got the order and then faxed a fixed price quote to P. It was more detailed than P’s order and included a parts and materials list, a work description, and an offering price of $201,888 with D’s terms and conditions. D then discovered it had not addressed all the work that P wanted done. It them faxed another price quote and offered to supply all the services for $231,925. The same D terms and conditions were attached and they rejected P’s terms, rejected liquidated damages, limited D’s liability to repair or replacement, limited liability on claims to not more than the greater of either $5,000 or the contract price, and disclaimed any consequential damages, lost profits or lost revenue. P called and gave D permission to proceed. A confirmatory letter was sent once again reiterating D’s terms and conditions. The inspection of the ship showed rust on a rotor and after cleaning it needed to be rebalanced. Delays in that process caused the cancellation of a cruise. P also alleged that the continued vibration and high temperatures caused damage to the ship forcing additional repairs and an Easter cruise was canceled. P sued D for breach of contract, breach of express warranty, breach of implied warranty, and negligence. Summary judgment was granted to D on the negligence claim. After presentation of evidence and also at the conclusion of the trial, D moved for judgment as a matter of law. The trial judge refused and instructed the jury on UCC 2-207. P got the verdict for $4,577,743. D moved again for judgment as a matter of law, and it was denied. This appeal resulted.