## Facts

- P & T Container Service Co., Inc. leased and serviced a large trash compactor and closed container installed at Crusader Paper Co., Inc.’s facility.
- Robert P. Magliozzi, Jr., a Crusader employee, was injured when he walked through the interior of the compactor as a shortcut and his foot became caught.
- Magliozzi sued P & T in tort based on P & T’s alleged responsibility for the compactor’s design, manufacture, ownership, and installation.
- P & T and Crusader had an earlier written lease/service agreement (a November 3, 1983 letter) setting rental and per-load service charges and equipment specifications.
- The November 3 agreement contained no indemnification provision in favor of P & T.
- After the compactor was installed and in use, P & T used triplicate “pickup order tickets” to document and bill each emptying; a Crusader employee signed the front of the ticket at pickup.
- The back of the pickup ticket contained boilerplate terms, including an indemnity clause; the front did not reference or draw attention to reverse-side terms.
- P & T filed a third-party complaint against Crusader seeking contractual indemnity based solely on the reverse-side ticket language.
- The trial court granted Crusader summary judgment on the third-party indemnity claim and entered a separate final judgment under Mass. R. Civ. P. 54(b); P & T appealed.

## Issues

1. Whether an indemnity provision printed on the reverse side of routine pickup tickets became part of the parties’ contract, creating an enforceable obligation for Crusader to indemnify P & T.

## Decision

- The court affirmed summary judgment for Crusader.
- The court held the November 3 letter was a completed, binding lease/service contract that did not include indemnification.
- The pickup tickets functioned as billing/performance documents under the existing agreement and could not unilaterally add a new, material term.
- Crusader’s signatures on the ticket fronts acknowledged the pickup transaction and did not establish assent to hidden reverse-side indemnity language.
- On the undisputed record, no reasonable factfinder could conclude that Crusader agreed to indemnify P & T.

## Legal Principles

- Once parties form a binding contract, later routine documents (e.g., tickets, invoices, receipts) generally cannot add new, material terms without proof of the other party’s assent.
- Indemnity provisions that shift liability are materially burdensome terms and require clear manifestation of agreement; they are not incorporated by inconspicuous boilerplate.
- A signature on a document that does not call attention to additional terms on the reverse side does not, by itself, establish knowing acceptance of those additional terms.
- Summary judgment is proper where the nonmoving party produces no evidence from which a factfinder could reasonably infer assent to the asserted contractual modification.

## Conclusion

The court enforced the parties’ original lease/service agreement and rejected P & T’s attempt to impose an indemnity obligation through boilerplate printed on the back of pickup tickets, affirming summary judgment for Crusader because there was no evidence of clear assent to that material risk-shifting term.


Magliozzi v. P & T Container Serv. Co., 34 Mass. App. Ct. 591, 614 N.E.2d 690 (1993)