Interform Co. v. Mitchell
United States Court of Appeals, Ninth Circuit
575 F.2d 1270 (1978)
Mitchell Construction Company (Mitchell) (defendant) initially discussed renting concrete-molding forms from Interform Company (Interform) (plaintiff); at one point Mitchell mentioned wanting to purchase them, which Interform's salesman took as a joke given the parties' prior rental-focused discussions. Mitchell then sent a purchase order asking Interform to 'furnish' forms, but a later phone call between Mitchell and Interform's president settled on rental terms for quantity and price, and Interform's subsequent bills of lading and invoices all specifically described the arrangement as a 'rental,' language Mitchell never objected to. Mitchell later paid Interform $32,000, which Mitchell characterized as a purchase price but Interform characterized as rental payment for the first job, seeking additional damages for Mitchell's unauthorized use of the forms on a second job. The trial court found the agreement was a rental and awarded Interform damages; Mitchell appealed.
Whether determining if a writing is integrated and reflects the parties' final agreement depends on the parties' intent, as derived from all the documents used, the circumstances surrounding execution, and the parties' subsequent conduct.