Synnex Corporation v. ADT Security Services, Inc.

Synnex Corporation (plaintiff) contracted with ADT Security Services, Inc. (defendant) for a warehouse security system, and the agreement stated it would not bind ADT unless approved in writing by an authorized ADT representative; it also contained an exculpatory clause limiting ADT's liability to 10 percent of the annual service charge or $1,000, whichever was greater. Only an ADT sales representative, not an authorized representative, signed the agreement, but ADT nonetheless delivered, installed, and monitored the security system exactly as the agreement specified. After intruders broke in and stole millions of dollars of equipment, Synnex's insurer paid the claim and brought a subrogation suit against ADT; the trial court held ADT could not rely on the exculpatory clause because no authorized representative had signed, entering judgment for Synnex, and ADT appealed.