## Facts

- Ready Trucking, Inc. operated an interstate trucking terminal in Ellenwood, Georgia, with on-site diesel storage tanks.
- Beginning in 1989, Ready regularly purchased diesel fuel from BP Exploration & Oil Co. (and its predecessor).
- When the account was established, Ready provided BP a Georgia ST-5 Sales and Use Tax Certificate that BP understood to indicate tax-exempt status for certain purchases.
- From April 1, 1994 through December 31, 1996, Ready made about 150 diesel purchases from BP.
- For each transaction, BP issued an invoice showing gallons delivered, price, freight, and taxes by category; Ready received and paid the invoices.
- BP did not charge or remit a 1% state sales tax and a 1% local sales tax on these sales because it believed Ready was exempt based on the ST-5 certificate.
- In 1997, the Georgia Department of Revenue audited Ready and assessed $37,801.56 (back taxes, penalties, and interest) attributable in part to the BP purchases; Ready paid the assessment.
- Ready sued BP for breach of contract, alleging BP agreed that the purchase price included all applicable sales taxes and that BP’s failure to collect and remit taxes caused Ready’s liability for taxes, penalties, and interest.

## Issues

1. Whether the parties’ contract, as evidenced by repeated fuel-sale invoices, obligated BP to collect and remit additional sales taxes not charged on the invoices.
2. Whether an alleged industry custom or understanding that fuel invoices include all applicable taxes can create a contractual duty contrary to the invoices’ tax itemization and Ready’s long-term acceptance and payment.
3. Whether any genuine issue of material fact existed that would preclude summary judgment on the contract interpretation question.

## Decision

- The Georgia Court of Appeals affirmed summary judgment for BP and the denial of Ready’s motion.
- The court held Ready failed to show a breach of contract as a matter of law because the invoices defined the transaction terms and did not impose a duty on BP to collect the omitted taxes.
- The court rejected Ready’s reliance on asserted custom or understanding because it could not override the invoices’ specific written terms and disclosures.
- The court treated the dispute as turning on legal interpretation of undisputed documents and course of performance, making summary judgment proper.

## Legal Principles

- A party that repeatedly receives, accepts, and pays invoices is generally bound by their terms, and cannot avoid those terms by claiming it did not read or focus on the invoice details.
- Where written transaction documents expressly itemize charges (including taxes), those specific terms control over generalized expectations about what “should” be included.
- Evidence of industry custom or course of dealing cannot be used to contradict or rewrite clear written terms accepted through performance.
- A seller’s mistaken tax-exemption assumption based on a buyer-provided certificate does not, without an express agreement, create a contractual duty to reimburse the buyer for taxes later assessed by the state.

## Conclusion

Because the invoices repeatedly disclosed the taxes being charged and did not obligate BP to collect additional omitted sales taxes, Ready could not establish breach of contract; alleged custom and failure to read the invoices did not create a triable issue, so summary judgment for BP was affirmed.


Ready Trucking, Inc. v. BP Expl. & Oil Co., 248 Ga. App. 701 (2001)