Morgantown Machine & Hydraulics of Ohio, Inc.; Swanson Industries, Inc., Plaintiffs-Appellants,
American Piping Products, Inc., Defendant-Appellee.
Submitted: September 20, 2017
from United States District Court for the Eastern District of
Missouri - St. Louis
COLLOTON, BENTON, and KELLY, Circuit Judges.
COLLOTON, Circuit Judge.
Machine & Hydraulics of Ohio, Inc. and its parent
corporation Swanson Industries, Inc. (together,
"Morgantown") sued American Piping Products, Inc.
for breach of implied warranties. The district
court granted American Piping's motion to
dismiss on the ground that the contract between the parties
incorporated terms and conditions that disclaimed any implied
warranties. Morgantown appeals, and we affirm.
manufactures hydraulic cylinders for installation in offshore
oil rigs. American Piping distributes tubes, pipes, and
related materials that can be used in oil rigs. In June 2011,
Morgantown requested a price quote for steel tubing using
American Piping's website.
some preliminary negotiations, American Piping sent
Morgantown a price quotation, numbered 132442, detailing the
pricing and specifications of the tubing that Morgantown
requested. At the bottom of the quote, American Piping wrote:
"This quotation and all sales resulting from it, are
subject to our Standard Terms & Conditions of Sale and
available upon request." The quote was valid until
August 12, 2011.
August 15, 2011, after the time limit on the quote expired,
Morgantown sent American Piping a purchase order requesting
"TUBING PER QUOTE 132442." American Piping
responded with an "order confirmation" that
included a product description, unit price, and total price
that conformed to quote 132442. The confirmation advised that
"American Piping Products terms and conditions of sales
can be viewed" at a specified Internet webpage.
Piping shipped the tubing to Morgantown in February 2012 for
installation in China. After installation, the tubing
malfunctioned. Morgantown sued American Piping in the United
States District Court for the Northern District of Ohio for
breach of implied warranties. American Piping moved to
dismiss for failure to state a claim or, in the alternative,
to transfer the case to the Eastern District of Missouri
based on the forum selection clause contained in the Terms
to a declaration attached to the motion, American
Piping's Standard Terms & Conditions of Sale in
August 2011 included (1) a forum selection clause stating
that disputes must be tried in any state or federal court
having jurisdiction over St. Louis County, Missouri, and (2)
a "SOLE AND EXCLUSIVE WARRANTY" provision,
disclaiming warranties of merchantability and fitness for a
Ohio district court determined the Terms & Conditions
were incorporated into the parties' agreement, concluded
that the forum selection clause was valid and enforceable,
denied American Piping's motion to dismiss without
prejudice, and transferred the case to the Eastern District
of Missouri. Following transfer, American Piping moved to
dismiss the breach of warranty claims based on the express
disclaimer of warranties in the Terms & Conditions. The
district court concluded the Terms & Conditions were
incorporated into the contract and granted American
Piping's motion to dismiss. We review a district
court's dismissal for failure to state a claim de
novo. Dittmer Properties, L.P. v. FDIC, 708
F.3d 1011, 1016 (8th Cir. 2013).
initial matter, American Piping contends that this court
lacks jurisdiction over this appeal because it argues that
Morgantown is seeking review of the Ohio district court's
transfer order. Although we do not review out-of-circuit
transfer orders, see United States v. Copley, 25
F.3d 660, 662 (8th Cir. 1994), Morgantown is not appealing
the Ohio district court's order. Rather, Morgantown
challenges the Missouri district court's independent
determination that the Terms & Conditions were
incorporated into the contract. We have jurisdiction to
review the district court's ...