55 A.D.2d 1009 | N.Y. App. Div. | 1977
Order unanimously affirmed, with costs. Memorandum: Plaintiff is a New York corporation and engaged in selling snowmobiles and snowmobile accessories through various dealers in the Syracuse area. It is a distributor for products of Polaris Division of Textron, Inc., whose home offices are in Minnesota. Defendant B-W Footwear Co., Inc., is a Massachusetts corporation and has its principal place of business in that State. It manufactures and sells various types of footwear, including snowmobile boots which it markets with the Polaris label. B-W is not authorized to do business in New York but has five to seven customers located in New York, including Montgomery Ward and J. C. Penney. In February, 1975 BW’s salesman called at plaintiffs place of business to sell 756 pairs of discontinued Polaris boots. After some discussion of price, plaintiffs president agreed to the purchase, signed an order which he prepared on his own order form and attached handwritten financial statements. B-W’s salesman annexed to the order an inventory of the boots which had been written on B-W’s order form. At the bottom of the inventory sheet, in the proverbial "small print”, was printed the advice that all orders were subject to home office acceptance and credit approval. Plaintiffs president denies reading this document and he did not sign it. When the order was returned to B-W’s office, the company refused to accept it because the handwritten credit statement was not legible. It forwarded a letter dated March 5, 1975 to plaintiff acknowledging the order by plaintiffs order number and requesting