887 F.3d 413
8th Cir.2018Background
- Morgantown (manufacturer) requested a price quote from American Piping for steel tubing; quote No. 132442 stated sales were "subject to our Standard Terms & Conditions of Sale and available upon request."
- The quote expired August 12, 2011; on August 15 Morgantown sent a purchase order reading "TUBING PER QUOTE 132442."
- American Piping sent an order confirmation conforming to the quote and provided a web link where its Terms & Conditions could be viewed.
- Tubing shipped and was later installed in China; it malfunctioned and Morgantown sued in Ohio federal court for breach of implied warranties.
- The Ohio court transferred the case to the Eastern District of Missouri under a forum-selection clause. The Missouri court found the Terms & Conditions incorporated into the parties’ contract and granted dismissal based on an express warranty disclaimer.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the parties’ contract incorporated American Piping’s price quote and the Standard Terms & Conditions by reference | Morgantown argued its purchase order only referenced tubing specifications and did not incorporate the quote (or Terms) in full | American Piping argued the purchase order’s language "per quote 132442" incorporated the quote and, by the quote’s express language, the Terms & Conditions | The court held the purchase order incorporated Quote 132442 and the quote in turn incorporated the Standard Terms & Conditions by clear reference |
| Whether the phrase "per quote 132442" limited incorporation to product specifications rather than the quote’s full terms | Morgantown contended "per" modified "tubing," limiting incorporation to tubing specs only | American Piping contended "per quote" meant "in accordance with the terms of" the quote, including price, delivery, and incorporated Terms & Conditions | The court rejected Morgantown’s narrowing and held the phrase incorporated the quote in its entirety, not just specs |
| Whether the express disclaimer of implied warranties in the incorporated Terms & Conditions barred Morgantown’s warranty claims | Morgantown did not contest the disclaimer’s validity but argued the disclaimer should not apply because the Terms were not incorporated | American Piping argued the incorporated Terms included an express disclaimer of merchantability and fitness, defeating the implied-warranty claim | The court held the disclaimer was part of the contract and therefore Morgantown failed to state a claim for breach of implied warranties |
Key Cases Cited
- Dittmer Props., L.P. v. FDIC, 708 F.3d 1011 (8th Cir. 2013) (standard of review for dismissal under Rule 12(b)(6))
- Erie R.R. Co. v. Tompkins, 304 U.S. 64 (U.S. 1938) (federal courts apply state substantive law in diversity cases)
- Atl. Marine Constr. Co. v. U.S. Dist. Court for the W. Dist. of Tex., 134 S. Ct. 568 (U.S. 2013) (choice-of-law rules for §1404(a) transfers based on forum-selection clauses)
- State ex rel. Hewitt v. Kerr, 461 S.W.3d 798 (Mo. 2015) (incorporation by reference requires clear intent and definite identification)
- Intertel, Inc. v. Sedgwick Claims Mgmt. Servs., Inc., 204 S.W.3d 183 (Mo. Ct. App. 2006) (requirements for identifying incorporated document)
- Dunn Indus. Grp., Inc. v. City of Sugar Creek, 112 S.W.3d 421 (Mo. 2003) (matters incorporated by reference are part of the contract)
- St. Jude Med., Inc. v. Lifecare Int’l, Inc., 250 F.3d 587 (8th Cir. 2001) (appellate jurisdiction over post-transfer final judgments)