## Facts

- MCC-Marble Ceramic Center, Inc. (MCC), a Florida tile retailer, negotiated with Ceramica Nuova D’Agostino S.p.A. (D’Agostino), an Italian tile manufacturer, at a trade fair in Italy in 1990.
- MCC’s president negotiated through a translator who was also D’Agostino’s agent; MCC asserted the parties reached an oral agreement on key commercial terms and then recorded terms on D’Agostino’s preprinted order form.
- The order form was written entirely in Italian, incorporated standard terms printed on the reverse side, and was signed by MCC’s president.
- MCC later alleged a 1991 “requirements” arrangement with discounted pricing and claimed D’Agostino breached by failing to fill certain orders.
- D’Agostino relied on reverse-side standard terms, including provisions allowing suspension/cancellation for nonpayment and requiring written notice of defects within ten days.
- MCC submitted affidavits (including from individuals associated with D’Agostino) stating the parties did not intend the reverse-side standard terms to govern and intended only negotiated/handwritten terms to bind them.

## Issues

1. Whether, under the CISG, a court must consider extrinsic evidence of negotiations and the parties’ subjective intent in determining whether standard-form reverse-side terms became part of the contract.
2. Whether a domestic parol evidence rule may be used to exclude such evidence in a CISG-governed dispute at the summary judgment stage.

## Decision

- The Eleventh Circuit reversed the grant of summary judgment for D’Agostino and remanded.
- The court held that CISG Article 8 requires consideration of subjective intent when the other party knew or could not have been unaware of that intent, and requires consideration of all relevant circumstances, including negotiations and subsequent conduct.
- The district court erred by disregarding MCC’s affidavits and effectively applying a parol evidence rule inconsistent with Article 8.
- The affidavits created genuine disputes of material fact as to whether the reverse-side standard terms were part of the parties’ agreement.
- The court noted that signing a contract in a foreign language does not generally excuse performance; parties are ordinarily bound by what they sign, but Article 8 still governs how intent and terms are determined.

## Legal Principles

- The CISG, as federal law, supplies interpretive rules that displace conflicting domestic contract doctrines in cases it governs.
- CISG Article 8(1) directs that statements and conduct be interpreted according to a party’s actual intent when the other party knew or could not have been unaware of that intent.
- CISG Article 8(3) requires “due consideration” of all relevant circumstances, including negotiations, established practices, usages, and subsequent conduct.
- Domestic parol evidence principles cannot be applied to exclude evidence that the CISG affirmatively requires courts to consider when determining contract meaning and content.
- In CISG cases, extrinsic evidence bearing on whether standard terms were intended to apply may preclude summary judgment when it creates a genuine factual dispute.

## Conclusion

The Eleventh Circuit held that CISG Article 8 requires courts to consider negotiations and shared subjective intent when determining whether standard-form terms became part of an international sales contract, and that a domestic parol evidence rule cannot justify excluding such evidence, making summary judgment improper where material factual disputes remain.


MCC-Marble Ceramic Ctr., Inc. v. Ceramica Nuova D'Agostino, S.P.A., 144 F.3d 1384 (11th Cir. 1998)