MCC-Marble Ceramic Center, Inc. v. Ceramica Nuova d'Agostino, S.P.A.

United States Court of Appeals for the Eleventh Circuit · 1998 · Contracts

144 F.3d 1384 (11th Cir. 1998)

Updated July 26, 2026

ContractsCISGParol EvidenceContract InterpretationArticle 8subjective intentsummary judgmentinternational sale of goods

Facts

MCC, a Florida tile retailer, negotiated with D'Agostino, an Italian tile manufacturer, at a trade fair in Italy and, according to affidavits, the parties first reached an oral agreement on key terms before writing them onto D'Agostino's standard order form. The form, printed in Italian, stated beneath MCC president Monzon's signature that the buyer knew and approved the sales conditions on the reverse, including a clause allowing D'Agostino to suspend or cancel contracts for nonpayment and a clause requiring written notice of defects within ten days. MCC claimed the parties subjectively intended not to be bound by the reverse-side terms, and submitted affidavits from Monzon, translator-agent Copelli, and D'Agostino's former commercial director Silingardi to that effect. The district court nevertheless enforced the printed terms and granted summary judgment to D'Agostino based on MCC's failure to submit written complaints and alleged nonpayment.

Issue

In a contract dispute governed by the CISG, must a court consider affidavits and other parol evidence showing the parties' subjective intent not to be bound by boilerplate terms in a signed form contract when the other party knew of that intent? Relatedly, does the domestic parol evidence rule bar consideration of such evidence in a CISG case?

Rule

CISG Article 8(1) requires courts to interpret a party's statements and conduct according to that party's intent when the other party knew or could not have been unaware of that intent. Article 8(3) requires due consideration of all relevant circumstances, including negotiations, practices, usages, and subsequent conduct, and thus precludes use of the domestic parol evidence rule to exclude relevant evidence of prior or contemporaneous oral understandings in CISG cases. If Article 8(1) is not satisfied, interpretation proceeds under the objective reasonable-person standard of Article 8(2).

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Ridgeway Home Surfaces, a buyer in Atlanta, negotiated with Alpi Ceramiche, a seller in Milan, for stone slabs. After agreeing orally on price, quantity, and delivery, the parties wrote those terms onto Alpi’s printed order form; Ridgeway later offers affidavits from its purchasing director and Alpi’s sales manager stating both sides agreed the reverse-side late-notice clause would not apply.

If the seller moves for summary judgment based solely on the reverse-side late-notice clause, how should the court treat the affidavits?

Explanation. Under CISG Article 8(1), statements and conduct are interpreted according to a party’s actual intent if the other party knew or could not have been unaware of that intent. Article 8(3) also requires consideration of relevant circumstances, including negotiations, so domestic parol evidence principles cannot be used to exclude the affidavits. Because the affidavits indicate shared understanding and knowledge by the seller, they create a factual dispute that may defeat summary judgment.