## Facts

- Acme Markets, Inc. contracted with Federal Armored Express, Inc. for armored car services, later amending the agreement to cover reimbursement for “service-related losses.”
- The contract provided that Federal’s responsibility would begin when cash bags “have been accepted and receipted for” by Federal or its employees and would end upon delivery or return.
- On May 19, 1990, a Federal employee was robbed after taking possession of one of Acme’s cash bags; Acme alleged the bag contained $62,544.32.
- Acme alleged Federal accepted possession of the bag, Acme gave prompt notice of the loss, and Federal failed to reimburse under the contract.
- Federal initially asserted no responsibility because neither it nor its employees had accepted the bag or issued a receipt before the robbery.
- In summary-judgment proceedings, Federal admitted its employee possessed the bag when robbed but contended responsibility had not begun because no receipt had been issued.
- Federal offered an affidavit asserting that “accepted and receipted for” reflected armored-car industry custom tying responsibility to issuance of a receipt.
- The trial court granted summary judgment for Federal, treating issuance of a receipt as a condition precedent to liability and concluding the condition was unmet.

## Issues

1. Whether the phrase “responsibility ... shall begin when [cash] bags ... have been accepted and receipted for” unambiguously created a condition precedent requiring a receipt before liability could attach as a matter of law.
2. Whether summary judgment was improper because the contract term was ambiguous and required extrinsic evidence (course of dealing and industry custom) to determine the parties’ intent.

## Decision

- The Superior Court reversed the order granting summary judgment to Federal and remanded for further proceedings.
- The court held the “accepted and receipted for” language was ambiguous and susceptible to more than one reasonable interpretation.
- The court rejected treating the clause as a forfeiture-type condition precedent absent clear, unequivocal language.
- Because interpretation would depend on disputed facts and extrinsic evidence (including course of dealing and alleged industry custom), the dispute could not be resolved on summary judgment.

## Legal Principles

- Summary judgment is appropriate only when there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law.
- Contract interpretation aims to determine the parties’ intent as expressed in the agreement; ambiguous provisions may require extrinsic evidence and generally cannot be conclusively interpreted on summary judgment.
- Conditions precedent are disfavored and must be stated in clear, plain, and unambiguous terms; ambiguous language will not be treated as a condition precedent that defeats substantive contractual rights.
- Evidence of course of dealing and industry custom may be used to explain ambiguous contractual language, but such evidence commonly presents fact questions for the factfinder.

## Conclusion

Because the contract did not clearly require issuance of a receipt as a prerequisite to Federal’s responsibility, and because competing interpretations and extrinsic evidence created material factual disputes, the appellate court held summary judgment for Federal was improper and returned the case for factfinding on the meaning and effect of the “accepted and receipted for” clause.


Acme Markets, Inc. v. Federal Armored Express, Inc., 437 Pa. Super. 41, 648 A.2d 1218 (Pa. Super. Ct. 1994)