## Facts

- Computel, Inc. (sometimes grouped with an affiliated shipper as “Computel”) arranged with Emery Air Freight Corp. (Emery), an air freight carrier, to ship computer goods from Miami, Florida to a consignee in New York, New York (American Shop at Home, Inc.).
- Computel’s operations manager, Jose Fraga, arranged the shipment by phone and stated by affidavit that Emery’s representative told him delivery would be made C.O.D. in exchange for a cashier’s check.
- At Emery’s direction, Fraga wrote “C.O.D. cashier’s check” in the “Special Instructions” box on Emery’s preprinted air waybill.
- Emery delivered the goods to the consignee but accepted an ordinary corporate check payable to Computel, rather than a cashier’s check.
- Emery forwarded the corporate check to Computel.
- Computel clerks, following standard ministerial office procedures, processed the check and unconditionally deposited it into Computel’s bank account.
- The corporate check was dishonored (bounced), leaving Computel unpaid.
- Computel sued Emery in the U.S. District Court for the Southern District of Florida for breach of contract based on Emery’s failure to follow the C.O.D. cashier’s-check instruction.
- The district court entered summary final judgment for Computel (including damages of $38,625.21), concluding Emery breached and that Emery had not shown a genuine fact dispute on its ratification defense.
- Emery appealed to the Eleventh Circuit, arguing that Computel’s acceptance and deposit of the corporate check could amount to ratification of Emery’s unauthorized collection of that form of payment.

## Issues

1. Whether the “C.O.D. cashier’s check” notation in the waybill’s special-instructions section was a binding contract term, such that Emery breached by accepting a corporate check.
2. Whether Computel’s processing and unconditional deposit of the corporate check created a genuine issue of fact as to ratification under Florida law.

## Decision

- The Eleventh Circuit affirmed summary judgment that the shipment contract required C.O.D. payment by cashier’s check and that Emery breached by accepting an ordinary corporate check.
- The Eleventh Circuit vacated the judgment to the extent it rejected ratification as a matter of law and remanded for trial, holding a jury could find that Computel ratified Emery’s unauthorized act based on Computel’s unconditional deposit of the corporate check.

## Legal Principles

- A carrier’s air waybill can form part of the contract of carriage, and specific instructions placed in a designated “Special Instructions” area may become binding terms, especially when the carrier’s representative directs the shipper to place the instruction there.
- When a shipper specifies the form of C.O.D. payment (for example, cashier’s check), the carrier breaches the shipment contract by delivering the goods and accepting a different form of payment (for example, an uncertified corporate check).
- Under Florida law, a principal may ratify an agent’s unauthorized act through later conduct showing acceptance of the act with knowledge (actual or imputed) of the material facts; ratification may be inferred from retaining or using the proceeds or benefits of the unauthorized transaction.
- Unconditional acceptance and deposit of a check obtained through an unauthorized collection method can support an inference of ratification, depending on what the principal knew and when.
- Because ratification often turns on intent and fact-based inferences from conduct, summary judgment is improper when the record permits competing reasonable inferences on knowledge and acceptance.

## Conclusion

The Eleventh Circuit held that Emery was bound by the waybill instruction requiring C.O.D. delivery in exchange for a cashier’s check and breached by accepting a corporate check, but it vacated and remanded because Computel’s unconditional deposit of the corporate check could allow a jury to find ratification under Florida law.


Computel, Inc. v. Emery Air Freight Corp., 919 F.2d 678 (1990)