Brief Fact Summary.
MCC (plaintiff) a Florida corporation engaged in the retail sale of tiles, and D’Agostino (defendant) an Italian corporation engaged in the manufacture of ceramic tiles. The parties orally agreed on the price, quality, quantity, delivery, and payment. D'Agostino failed to deliver and MCC sued for breach. D'Agostino responded that it was under no obligation because MCC had defaulted on previous payment. MCC appealed the grant of summary judgment to D’Agostino.
Synopsis of Rule of Law.
The subjective intent of parties to an agreement might be considered as long as the other party knew about that intention.
MCC-Marble Ceramic Center, Inc. (MCC) (plaintiff) was a Florida enterprise involved with the retail sale of tiles, and Ceramica Nuova d'Agostino, S.P.A. (D'Agostino) (defendant) was an Italian organization involved with the manufacture of ceramic tiles. In 1990 MCC's director Monzon inspected samples of D'Agostino's tiles at a trade fair and consented to buy a specific amount. Monzon spoke no Italian and communicated through an interpreter, an agent of D'Agostino. The parties expressed that they had orally agreed on the price, quality, quantity, delivery, and payment and recorded the terms on one of D'Agostino's standard order forms, which Monzon signed. In 1991, as indicated by MCC, they additionally went into a requirements contract in which D'Agostino consented to supply MCC with tile at a discount if MCC consented to buy a specific amount, and MCC completed several order forms asking for tile deliveries pursuant to that agreement. When D'Agostino neglected to deliver, MCC brought suit for breach of the 1991 contract. D'Agostino responded that it was under no commitment to take care of MCC's orders in light of the fact that MCC had defaulted on payment for past shipments, referring to a provision in Italian on the back of the order form that “default or delay in payment within the time agreed upon gives D'Agostino the right to . . . suspend or cancel the contract itself and to cancel possible other pending contracts.” MCC appealed the grant of summary judgment to D’Agostino.
Whether subjective intent and affidavits in support thereof might be considered under the United Nations Convention on Contracts for the International Sale of Goods?
Yes. The subjective intent of parties to an agreement might be considered as long as the other party knew about that intention.
MCC contended that the parties never intended the terms and conditions imprinted on the reverse side of the order form to apply to their agreements. The parties agreed that the case was represented by the United Nations Convention on Contracts for the International Sale of Goods ("CISG"), which requires an inquiry into a party's subjective intent if the other party to the agreement was aware of the agreement. MCC gave evidence through sworn statements, which discuss Monzon's intent as MCC's representative and the aim of D'Agostino's delegates and their insight that Monzon did not intend to consent to the terms on the reverse of the form contract. The CISG bars utilization of the parol evidence rule, which would otherwise forbid consideration of the MCC affidavits. Consequently, the trial court’s grant of summary judgment is reversed.