BVS, Inc. v. CDW Direct, LLC
936 F. Supp. 2d 1013
N.D. Iowa2013Background
- BVS contracted with CDW for a SAN solution involving Net App and Arrow; purchase order dated December 20, 2010.
- CDW mailed an invoice January 3, 2011 listing Terms and Conditions on the back; the Terms incorporated by reference.
- BVS paid $225,733.91, aligning with the invoice price, not the initial purchase order price.
- The contract was found to be fully integrated, with warranty and liability terms contained in the Terms and Conditions.
- Arrow provided installation services via TSSLink; Net App and Arrow collaborated on design and implementation but did not manage installation.
- BVS alleged breach of contract, unjust enrichment, warranties, fraud, and fraudulent nondisclosure; CDW sought summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are Terms and Conditions part of the contract? | BVS argues Terms post-date the contract; not part of agreement. | CDW argues terms were part via invoice as written confirmation and course of dealing. | Terms and Conditions are part of the contract. |
| Are oral promises part of the contract? | BVS asserts oral promises created a complete solution. | CDW asserts integration and parol evidence bar oral terms. | Oral promises not part of fully integrated contract; not enforceable. |
| Did CDW breach the contract? | BVS alleges failure to deliver a complete SAN solution; unresolved performance. | CDW asserts it delivered all goods/services per contract. | CDW did not breach; contract performance satisfied. |
| Are warranty claims barred by the Terms and Conditions? | BVS asserts warranties breached; seeks express/implied warranties. | Terms disclaims warranties and limits liability. | Warranty claims barred by the Terms and Conditions. |
| Are fraud and fraudulent nondisclosure claims viable? | BVS asserts misrepresentations and nondisclosures occurred. | CDW contends Rule 9(b) and lack of sufficient facts; some claims fail meritoriously. | Fraud claims fail under Rule 9(b) and merits; partial summary judgment for CDW. |
Key Cases Cited
- Sudenga Indus., Inc. v. Fulton Performance Prods., Inc., 894 F. Supp. 1235 (N.D. Iowa 1995) (invoices as written confirmations under U.C.C. 2-207)
- All-Iowa Contracting Co. v. Linear Dynamics, Inc., 296 F. Supp. 2d 969 (N.D. Iowa 2003) (integration and parol evidence rule; warranty disclaimer enforceable)
- Avedon Eng’g, Inc. v. Seatex, 112 F. Supp. 2d 1090 (D. Colo. 2000) (course of dealing determines material alteration; boilerplate terms)
- Whalen v. Connelly, 545 N.W.2d 284 (Iowa 1996) (integration clause and parol evidence rule in sophisticated transactions)
- Montgomery Props. Corp. v. Econ. Forms Corp., 305 N.W.2d 470 (Iowa 1981) (integration clause effect on contract terms)
- C & J Vantage Leasing Co. v. Wolfe, 795 N.W.2d 65 (Iowa 2011) (fully integrated agreements; admissibility of extrinsic evidence)
- Levien Leasing Co. v. Dickey Co., 380 N.W.2d 750 (Iowa Ct. App. 1985) (parol evidence rule and integration clause typical effect)