Some breach of contract cases turn on highly complex issues of the law or of the industry involved. Their resolutions can involve deep dives into the law and into an understanding of that industry. Others, while no less important, can come down to much more discreet issues. In the case of one recent South Florida breach of contract case, an unpaid seller lost its opportunity for summary judgment in its favor because it didn’t have unassailable proof that its buyer received a copy of the seller’s “terms and conditions” document. The absence of uncontroverted evidence of receipt of that single document made an enormous difference in the outcome of the motion for summary judgment. It is a reminder of the importance of paperwork, of documentation of delivery of paperwork, and of skilled South Florida commercial litigation counsel in any commercial contract dispute.
The seller in this case was a South Florida manufacturer of pyro-electric components. The buyer was the manufacturer of a patented device used for detecting refrigerant gas leaks. The seller provided the buyer with a quote for 10,000 detector components to be used in the buyer’s devices. As is not uncommon, the quote document contained language that stated that all “items are subject to our Standard Terms and Conditions, a copy of which is attached.” The seller’s terms and conditions stated that the buyer had the right to inspect the components upon delivery. They also stated that if the buyer did not inspect and give the seller written notice of “any alleged defect or nonconformity” within 30 days, then that would make the acceptance irrevocable.
The buyer sent out a purchase order and the seller shipped 6,000 detectors, along with an invoice for $87,780, to the buyer. The buyer didn’t pay, which led the seller to pursue its breach of contract claim. The seller also asked the court to award it summary judgment. It argued that it shipped the components and the buyer neither rejected the delivery within 30 days nor paid, which created an “open and shut” case of breach of contract, based upon the terms and conditions.