MCC-Marble Ceramic Center, Inc. v. Ceramica Nuova D’Agostino S.P.A.

144 F.3d 1384 (11th Cir.1998)

 

 

Motion:  Appeal from the US District Court for the Southern District of Florida.

 

Procedural History:   Lower court used parole evidence rule to block affidavits regarding K formation.

 

Facts:   MCC, a Florida corporation, entered into a K at an Italian trade show with D’Agostino, an Italian Corp., for the sale of ceramic tiles. The K was completely in Italian and had several express clauses. The clauses stated that any complaints had to be in writing and D’Agostino had the right to exit the K for any non-payment. MCC felt D’Agostino’s tile was inadequate and they stopped payment. D’Agostino stopped shipment. MCC sued D’Agostino claiming breech of K. MCC and D’Agostino representatives agreed not to be bound by the clauses on the K. Both parties agreed that the Convention on the International Sales of Goods (CISG) would govern the K. This is a suit from the MCC for violation of K by D’Agostino.

 

Issue:   Can MCC submit affidavits that show MCC never intended to be bound by the clauses in K? Can American courts apply the parole evidence rule in cases governed by the CISG? Is MCC bound to a K written entirely in Italian?

 

Holding: The court found that application of parole evidence rule in cases governed by the CISG is inappropriate. The CISG expressly states that evidence in formation of K should be considered in disputes (CISG, article 8, section 1&3). MCC’s affidavits should be considered when trying to evaluate K formation. Both parties in this case agreed that the CISG would govern their disputes so the court should apply the rules set out in the CISG when making decisions. The US is one of the only countries that uses the parole evidence rule in court. Because of this, the CISG that governs international Ks overrides the parole evidence rule.

 

         

 

As to the question of language, the court says that if MCC is sophisticated enough to enter into international agreements then it is bound to them, regardless of language.

 

Conclusion: Reversed and remanded.