## Facts

- National Heater Company, Inc. (seller) supplied heating units to Corrigan Company Mechanical Contractors, Inc. (buyer), a subcontractor on construction of a Chrysler plant in Fenton, Missouri.
- National Heater’s initial proposal quoted prices “F.O.B. St. Paul, Minnesota ‘with freight allowed.’”
- Corrigan sent a purchase order stating “Price $275,640—Delivered.”
- National Heater returned an acknowledgment stating “$275,640.00 Total Delivered to Rail Siding,” and also included a printed condition that delivery would be “f.o.b. point of shipment unless otherwise stated.”
- The heaters were shipped to the job site; during transit the heaters were damaged, delivery was late, and Corrigan performed work to make the heaters conform to specifications.
- National Heater sued in federal district court (diversity) to recover the unpaid balance; Corrigan counterclaimed for damages from transit damage, late delivery, and corrective work.
- The district court awarded Corrigan $63,291.04 on its counterclaim, treating the contract as requiring delivery at the job-site rail siding and placing transit risk on National Heater.

## Issues

1. Whether the parties’ writings and course of conduct made the contract a shipment contract (risk passes at shipment) or a destination contract requiring delivery at the job-site rail siding (risk remains on the seller until destination).
2. Whether the typed “Total Delivered to Rail Siding” term qualified as an “otherwise stated” provision overriding the acknowledgment’s printed “f.o.b. point of shipment” condition.
3. Whether the district court’s findings on damages for transit loss, late delivery, and corrective work should be disturbed on appeal.

## Decision

- The Eighth Circuit affirmed the judgment for Corrigan.
- The court held that the contract required National Heater to deliver the heaters to the job-site rail siding.
- Because delivery was to a named destination, National Heater bore the risk of loss in transit until tender at that destination.
- The court upheld the district court’s damage award of $63,291.04 for transit damage, delay-related harm, and costs to bring the goods into contractual compliance.

## Legal Principles

- Specific, typed or negotiated delivery language can override conflicting printed boilerplate in the same form, particularly where the boilerplate applies “unless otherwise stated.”
- “Delivered to” a named location (here, “rail siding”) may indicate a destination contract rather than an F.O.B. shipment contract, depending on the documents read together and the parties’ course of dealing.
- In a destination contract, the seller retains the risk of loss during transit until tender of conforming goods at the named destination, absent a contrary agreement.
- Appellate review will generally defer to supported trial-court findings on contract meaning drawn from the writings and commercial context, and to supported findings on damages.

## Conclusion

The court treated the parties’ transaction as a destination contract because the acknowledgment’s typed term required delivery “to rail siding,” thereby displacing a printed F.O.B. shipment default; as a result, the seller bore transit risk and was liable for damages tied to transit loss, late delivery, and corrective work.


National Heater Co. v. Corrigan Co. Mech. Contractors, Inc., 482 F.2d 87 (8th Cir. 1973)