In the case of Lincoln Composites, Inc. v. Firetrace USA, LLC, 825 F.3d 453, 89 U.C.C. Rep. Serv. 2d 1060 (8th Cir. 2016), the plaintiff Lincoln Composites, Inc. (“Lincoln”) purchased fire detection tubing from the defendant Firetrace USA, LLC (“Firetrace”). Lincoln found the tubing to be defective, and although Firetrace attempted to fix it, Lincoln determined the tubing was no longer usable and demanded a refund. When Firetrace refused a refund, Lincoln filed an action for breach of express warranty, claiming their terms and conditions, which did not limit damages, applied. Firetrace argued Lincoln’s terms and conditions did not apply, but rather Firetrace’s terms and conditions did and these did limit the remedies available. Firetrace’s argument relied on the fact that Lincoln’s terms and conditions only appeared on their website and therefore should not apply.
Lincoln’s purchasing agent testified that she sent at least 10 purchase orders to Firetrace that all contained the following notice: “LINCOLN COMPOSITES GENERAL TERMS & CONDITIONS APPLY. PLEASE DOWNLOAD A COPY AT WWW.LINCOLNCOMPOSITES.COM.” Lincoln’s purchasing agent further testified that while she did not personally check Lincoln’s website to make sure Lincoln’s terms and conditions were there, other suppliers she had worked with attempted to renegotiate terms and conditions, suggesting that those suppliers were able to access the terms and conditions on Lincoln’s website. In affirming the lower court, the federal court of appeals held that there was sufficient evidence for a reasonable jury to conclude that Firetrace was on notice that Lincoln’s terms and conditions existed and that Lincoln intended those terms and conditions to be binding on Firetrace.
While this court relied on Nebraska law, a majority of states agree that a party is generally charged with knowledge of the contents of a writing he or she signs and cannot avoid a contract just because he or she failed to read the entire writing.