TeeVee Toons, Inc. v. Gerhard Schubert GmbH
United States District Court for the Southern District of New York
2006 WL 2463537 (2006)
TeeVee Toons, Inc. and Steven Gottlieb, Inc. (plaintiffs) designed the Biobox cassette packaging and contracted with German firm Gerhard Schubert GmbH (Schubert) (defendant) to build a system to mass-produce it. The written contract's Terms and Conditions addendum disclaimed all warranties and contained a merger clause voiding any prior agreements, but the plaintiffs claimed Schubert's representative had expressly told them the addendum's boilerplate language did not apply and should be ignored. After delays and performance problems, the plaintiffs sued under CISG Articles 35 and 36, arguing the system was unfit for its intended purpose, and Schubert moved for summary judgment based on the addendum's warranty disclaimers.
Whether the CISG's absence of a parol-evidence rule or statute of frauds allows extrinsic evidence to prove a contract's existence and terms, including whether a written addendum and its merger clause actually govern the deal.