## Facts

- Coastal & Native Plant Specialties, Inc. purchased ten PVC pond/plant liners from Engineered Textile Products, Inc. between January and May 1997.
- The first four liners were fabricated from 30-mil industrial-grade PVC; the last six were fabricated from 35-mil fish-grade PVC.
- Occidental Chemical Corporation supplied PVC sheet material to ETP, which ETP used to fabricate liners sold to Coastal.
- After installation, the liners allegedly leaked, damaging Coastal’s plants and growing stock; Coastal sued ETP, including on breach-of-warranty theories.
- ETP filed third-party claims against OxyChem seeking indemnification/contribution, alleging OxyChem supplied defective PVC and breached warranties.
- OxyChem shipped PVC to ETP with invoices/shipment documents containing warranty disclaimers and limitation-of-liability language, and asserted that performance was conditioned on ETP’s assent to those terms.
- ETP accepted delivery of the PVC without expressly assenting to or objecting to OxyChem’s disclaimer language.

## Issues

1. Whether OxyChem’s invoice/shipment-document warranty disclaimers and remedy limitations became part of the OxyChem–ETP contract under U.C.C. Article 2 so as to bar ETP’s warranty-based third-party claims.
2. Whether disputed evidence regarding assent, course of dealing/performance, and the timing/visibility of the terms created genuine issues of material fact precluding summary judgment.
3. Whether factual disputes on defect, breach, and causation (including whether losses were attributable to OxyChem’s PVC versus fabrication/installation/use) prevented judgment as a matter of law.

## Decision

- OxyChem’s motion for summary judgment was denied.
- The court held that genuine disputes of material fact remained regarding the enforceability and scope of OxyChem’s disclaimers/limitations and the underlying breach and causation questions.
- The third-party claims against OxyChem proceeded for further proceedings.

## Legal Principles

- Summary judgment is improper when material facts are genuinely disputed and a reasonable factfinder could resolve those disputes for either party.
- In sales of goods, disclaimer and limitation terms presented in invoices or shipment documents do not automatically bind the buyer; whether such terms become part of the contract depends on contract formation rules, including evidence of assent and relevant course of dealing/performance.
- Questions concerning the conspicuousness and effectiveness of warranty disclaimers, and whether remedy limitations apply to the alleged harm (or fail of their essential purpose), may be fact-dependent and unsuitable for resolution as a matter of law when the record is conflicting.
- Where defect and causation are contested—such as whether harm stems from the manufacturer’s materials versus downstream fabrication or installation—warranty-based liability and related indemnity claims generally cannot be resolved on summary judgment.

## Conclusion

The court denied summary judgment because the record left triable fact questions about whether OxyChem’s post-order disclaimer and limitation terms were binding on ETP under the U.C.C., and about defect, breach, and causation related to the leaking PVC liners and resulting damages.


Coastal & Native Plant Specialties, Inc. v. Engineered Textile Prods., Inc., 139 F. Supp. 2d 1326 (N.D. Fla. 2001)