B.S. International Ltd. v. JMAM, LLC
13 A.3d 1057
| R.I. | 2011Background
- B.S. International, Ltd. (manufacturer) and JMAM, LLC (wholesaler) dispute contract terms governing defective returns.
- JMAM sells to customers, principally QVC, via B.S. International manufacturing goods for JMAM.
- The core issue is JMAM’s reimbursement for goods rejected by QVC even though not returned to B.S. International.
- Pre-2004 practice involved REL Consulting handling rejected merchandise and JMAM crediting future invoices.
- In 1998, JMAM provided written terms and conditions; Baracsi signed a cover letter agreeing to those terms for all accepted purchase orders.
- A contested typewritten clause at the bottom of Exhibit IB addressed return-and-inspection requirements that could affect credits; its status was disputed at trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the typewritten clause became part of the contract | Baracsi: Exhibit IB includes the clause. | JMAM: clause not credibly proven as communicated/assented. | Not credible; clause not part of contract. |
| What terms governed pre-February 2004 defective returns | Exhibit IB (with clause) governs; pre-2004 terms. | Exhibit 1A (without clause) governs. | Exhibit 1A governs; no return prerequisite. |
| Whether JMAM was entitled to reimbursement for goods not returned | Return was not required under contract. | Credit contingent on return/inspection. | Exhibit 1A provides entitlement to credits for returned goods only; no error in ruling. |
| Whether the trial judge’s credibility determinations were correct | Baracsi’s testimony should be credible groundwork for modification. | Baracsi’s credibility lacking; modification not proven. | No clear error; credibility determinations sufficed. |
Key Cases Cited
- Costa v. Silva, 996 A.2d 607 (R.I. 2010) (deferential review of trial factual findings)
- Grady v. Narragansett Electric Co., 962 A.2d 34 (R.I. 2009) (deference to trial court credibility/ findings)
- In re Dissolution of Anderson, Zangari & Bossian, 888 A.2d 973 (R.I. 2006) (credibility and factual-review principles)
- 1800 Smith Street Associates, LP v. Gencarelli, 888 A.2d 46 (R.I. 2005) (contract interpretation is legal; ambiguity dictates fact-finding)
- Haffenreffer v. Haffenreffer, 994 A.2d 1226 (R.I. 2010) (de novo review of contract interpretation; factual findings affirmed)
- Resare v. Resare, 908 A.2d 1006 (R.I. 2006) (factual findings deferential on appeal)
- Zarrella v. Minnesota Mutual Life Insurance Co., 824 A.2d 1249 (R.I. 2003) (contract interpretation; de novo standard on questions of law)
- In re Richard A., 946 A.2d 204 (R.I. 2008) (credibility and evidence review on appeal)
- Rodriques v. Santos, 466 A.2d 306 (R.I. 1983) (fact-finding and credibility deference on appeal)