## Facts

- Emirat AG, a German company, contracted to supply 25 million scratch-off prepaid phone cards with a promotional game to Sabafon, a Yemeni mobile provider.
- Emirat hired High Point Printing LLC, an Ohio print broker, to procure printing; High Point subcontracted manufacturing to WS Packaging Group, Inc., a Wisconsin printer.
- WS’s documents limited its assurances to print accuracy and did not guarantee the scratch-off game’s design or security construction.
- High Point and WS exchanged letters of indemnification that included a clause requiring any action by the buyer to be filed within one year of delivery.
- WS delivered two production runs in 2009, including a second run in November 2009.
- Emirat discovered the cards “candled,” meaning a bright light behind the card revealed prizes through the scratch-off layer; Emirat rejected the run and demanded a “zero candling” standard.
- Emirat paid High Point about $700,000 but sought to recover from WS; High Point dissolved and did not appear.
- Emirat sued in August 2012 in the Eastern District of Wisconsin under diversity jurisdiction; Emirat and WS filed cross-motions for summary judgment.

## Issues

1. Whether WS had a direct contractual obligation to Emirat to meet specific security standards (including “zero candling”) for the scratch-off cards.
2. Whether Emirat could enforce obligations in the WS–High Point documents as a third-party beneficiary to impose liability on WS.
3. Whether Emirat’s claims were barred by a contractual one-year limitations period tied to delivery.
4. Whether tort or quasi-contract theories (including negligence and promissory estoppel) could proceed despite contractual disclaimers and limitations.

## Decision

- The court granted WS Packaging’s motion for summary judgment and denied Emirat’s motion for partial summary judgment.
- The court found no definitive contract between Emirat and WS establishing enforceable card-security standards.
- The court held that any claims Emirat might assert against WS were barred by the one-year contractual limitations clause because suit was filed years after the 2009 deliveries.
- The court rejected efforts to impose broader security warranties than those stated in WS’s limited assurances and disclaimers.
- The court concluded that promissory estoppel and negligence theories could not supply liability or avoid the contractual risk-allocation and time bar on these facts.

## Legal Principles

- A party seeking contractual relief must show an enforceable agreement creating the specific obligation alleged; general commercial interactions or dispute-resolution documents do not create new substantive warranties absent clear terms.
- Third-party enforcement of contract terms requires clear contractual intent and does not permit expanding obligations beyond the contract’s express scope.
- Contractual limitations periods in commercial agreements are enforceable and can bar contract, warranty, and closely related claims filed outside the agreed time.
- Warranty disclaimers and defined warranty scope are given effect; a printer’s guarantee of print accuracy does not necessarily extend to game-security or scratch-off construction defects.
- Tort and estoppel theories generally cannot be used to recover for alleged failures of contractual performance where the contract’s disclaimers and limitations allocate the relevant risks and remedies.

## Conclusion

The court entered judgment for WS Packaging because Emirat could not establish a direct, enforceable security warranty running from WS to Emirat, and the governing contract documents imposed a one-year limitations period that made Emirat’s later-filed claims untimely, with tort and estoppel theories unavailable to avoid those contractual limits.


Emirat AG v. High Point Printing LLC, 248 F. Supp. 3d 911 (E.D. Wis. 2017)