MCC-Marble Ceramic Center, Inc. v. Ceramica Nuova D'Agostino, S.P.A.
United States Court of Appeals for the Eleventh Circuit
144 F.3d 1384 (1998)
MCC-Marble Ceramic Center (MCC) (plaintiff), a Florida tile retailer, agreed with Ceramica Nuova d'Agostino (D'Agostino) (defendant), an Italian tile manufacturer, on price, quality, quantity, and delivery terms for tile purchases, recorded on D'Agostino's standard order form. When D'Agostino later refused to fill MCC's 1991 orders, citing an Italian-language boilerplate clause on the back of the form allowing it to suspend performance over a payment default, MCC sued for breach. MCC argued through affidavits that neither side actually intended the printed terms and conditions on the reverse of the form to govern their deal. The trial court granted summary judgment for D'Agostino, and MCC appealed.
Whether subjective intent and supporting affidavits may be considered in interpreting a contract governed by the United Nations Convention on Contracts for the International Sale of Goods.