Marvin Lumber and Cedar Co. v. PPG Industries, Inc.

Marvin Lumber (Marvin) (plaintiff) manufactured wood doors and windows and began using a new wood preservative made by PPG Industries (PPG) (defendant). PPG's order acknowledgments stated on their face that PPG accepted Marvin's orders only on the terms in the acknowledgment (with an unsigned signature line beneath), while fine print on the back capped PPG's liability at Marvin's purchase price. Years later, Marvin sued after the preservative failed to prevent premature rot; the jury found PPG had given a warranty of future performance that was breached, awarding Marvin over $156 million. PPG appealed, arguing the damages-limitation clause capped Marvin's recovery at the $1.6 million purchase price; Marvin countered that the limitation was never validly incorporated because it materially altered the parties' deal and surprised Marvin's officials, who testified they never expected such a term.