United States District Court, Southern District of Georgia, Brunswick Division
LISA GODBEY WOOD, CHIEF JUDGE
Presently before the Court is Third-Party Defendant Webster's Motion for Summary Judgment (Dkt. no. 38) as to Third-Party Plaintiffs Quality Mill Service, Inc. and Quality Industries of America, Inc.'s Third-Party Complaint (Dkt. no. 8). Because the Third-Party Plaintiffs' request for consequential and incidental damages against Webster is barred and they have not shown that they seek other damages, Third-Party Defendant's Motion for Summary Judgment is GRANTED.
The facts of this case are not in dispute. See Dkt. no. 31-2, pp. 4-16, (Webster's Undisputed Material Facts); Dkt. no. 36-3, p. 2, (Quality Mill's Undisputed Material Facts, explicitly adopting Webster's statement of the facts).
Plaintiff Pinova, Inc. ("Pinova") manufactures resin-based products at a manufacturing plant in Brunswick, Georgia. Dkt. no. 1, ¶ 1. Pinova purchased 38 ten-foot sections of Webster WH132 chains from Defendant Quality Mill Service, Inc. ("Quality Mill") for $15, 352.00, to be used in its operations. Id. ¶¶ 10, 13. Pinova alleges that a "series of failures occurred while the subject chains were being used on the conveyor systems. The failure occurred because of the defective nature of the sidebars, pins, links and welds of the chains." Id. ¶ 15. These failures significantly disrupted Pinova's production, and Pinova brought suit against Defendants Quality Mill and Quality Industries of America, Inc. ("Quality Industries"),  for breach of express warranty, breach of implied warranty of merchantability, and breach of implied warranty of fitness for a particular purpose, based on Georgia's adoption of the Uniform Commercial Code. Dkt. no. 1. Pinova seeks to recover for "incidental damages, consequential damages, and lost profits, " particularly, "the value of at least fourteen (14) days of down production time and over $81, 000 in repair costs for the unexpected failures . . ." Id. at p. 8 (Prayer for Relief, (a)).
Quality Mill had purchased the chains it sold to Pinova from the manufacturer, Third-Party Defendant Webster Industries, Inc. ("Webster"). After being sued by Pinova, Quality Mill and Quality Industries filed a Third-Party Complaint against Webster, alleging breach of implied warranty of merchantability and breach of implied warranty of fitness for a particular purpose. Dkt. no. 8. Particularly, Quality Mill and Quality Industries allege that if they are liable for any loss suffered by Pinova arising from the failure of the chains Quality Mill purchased from Webster and then sold to Pinova, then Webster is liable to Quality Mill and Quality Industries in the same amount. Dkt. no. 8, ¶¶ 13, 17; p. 6 (Prayer for Relief, (b)).
When it purchased the chains from Webster in 2011, Quality Mill received an order confirmation, which states the following on its first page, in all capital letters:
WEBSTER INDUSTRIES, INC. TERMS AND CONDITIONS APPLY ON ALL WEBSITE QUOTATIONS AND ORDERS TO PURCHASE WEBSTER PRODUCTS. COPIES OF THE WEBSTER TERMS AND CONDITIONS OF SALES ARE AVAILABLE UPON REQUEST OR ON OUR WEBSITE AT WWW.WEBSTERCHAIN.COM.
Dkt. no. 32-2, p. 9 (First Req. for Admis.). Section 4 of the "terras and conditions" available on Webster's website provide, in pertinent part:
Our merchandise is fully guaranteed against failure due to defective material or workmanship for period [sic] of one year from date of shipment. Merchandise proven defective will be replaced or repaired, no charge, F.O.B. original shipping plant, with freight prepaid and allowed. No charges for field corrections shall be allowed nor any merchandise returned for credit unless authorized in writing by the Webster Corporate Office. In no event, whether as a result of breach of contract or warranty, tort, or otherwise, shall we be liable for incidental or consequential damages including, but not limited to, loss of profits or revenue, loss of use of the equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, or claims of customer of the buyer for such damages. Our liability is limited to the cost of repair or replacement of the merchandise. Any action for the breach of Section 4 must be commenced within one (1) year after the cause of action has occurred. SELLER MAKES NO OTHER WARRANTY OR GUARANTEE OF ANY KIND WHATEVER, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNTESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY THE SELLER AND EXCLUDED FROM THIS AGREEMENT.
Dkt. no. 32-3, p. 4 (Ex. Attached to Bogner Dep.) (bold in original).
When considering a motion for summary judgment the court "shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a). The facts of this case are not in dispute. See Dkt. no. 31-2, pp. 4-16, (Webster's Undisputed Material Facts); Dkt. no. 36-3, p. 2, (Quality Mill's Undisputed Material Facts, explicitly adopting Webster's statement of the facts). All the ...