## Facts

- Florida homeowners Stephen Dye and Douglas Bohn hired roofing contractors to purchase and install replacement roofs using Tamko “Heritage 30” asphalt shingles.
- Tamko sold shingles in bundles whose exterior wrappers displayed the full “limited warranty and purchase agreement,” including a mandatory arbitration clause.
- The wrappers prominently warned “IMPORTANT” and instructed purchasers to “READ CAREFULLY BEFORE OPENING [THE] BUNDLE,” stating that opening the bundle constituted acceptance of the terms.
- After installation, the homeowners alleged the shingles cracked, crumbled, and shed granules, causing premature deterioration.
- The homeowners filed a putative class action asserting claims including breach of warranty and negligence based on alleged defects.
- Tamko moved to compel arbitration and dismiss, contending that opening and retaining the shingles accepted the package terms and that the contractors’ acceptance bound the homeowners.
- The homeowners argued they never saw the packaging and did not assent, and that contractors lacked authority to agree to arbitration on their behalf.

## Issues

1. Whether, under Florida law, contract terms (including arbitration) printed conspicuously on product packaging are enforceable such that opening and retaining the product constitutes acceptance.
2. Whether homeowners are bound by their roofing contractors’ acceptance of the packaging terms when the contractors were hired to purchase and install the shingles.

## Decision

- The Eleventh Circuit affirmed the order compelling arbitration and the dismissal of the court action.
- The court held the packaging conveyed a valid offer of contract terms and that opening/retaining the shingles was an objectively reasonable method of acceptance.
- The court held the contractors acted as the homeowners’ agents with authority incident to buying and installing shingles, including accepting standard purchase terms containing arbitration.

## Legal Principles

- Under Florida law, a seller may propose acceptance by specified conduct, and a contract forms when the offeree, with reasonable notice of that proposal, performs the conduct.
- Contract assent is evaluated objectively; a party’s subjective lack of awareness does not defeat formation when notice is reasonably conspicuous and acceptance is by clear conduct.
- Conspicuously displayed “wrap” terms on packaging can be enforceable when the packaging directs the purchaser to read terms before opening and states that opening signifies agreement.
- Under Florida agency law, a principal is bound by contracts an agent enters within the scope of the agent’s actual authority; authority to procure and install materials includes acts ordinarily incident to that task, such as accepting routine purchase terms.
- Once a valid arbitration agreement is formed under state contract law, the Federal Arbitration Act requires enforcement according to its terms.

## Conclusion

The court required arbitration because the shingle packaging presented conspicuous purchase terms making opening and keeping the shingles an acceptance, and the homeowners’ contractors had authority as agents to accept those terms, thereby binding the homeowners to arbitrate their claims.


Dye v. Tamko Bldg. Prods., Inc., 908 F.3d 675 (11th Cir. 2018)