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Morgantown Machine & Hydraulics of Ohio, Inc. v. American Piping Products, Inc.

United States Court of Appeals, Eighth Circuit

April 5, 2018

Morgantown Machine & Hydraulics of Ohio, Inc.; Swanson Industries, Inc., Plaintiffs-Appellants,
v.
American Piping Products, Inc., Defendant-Appellee.

          Submitted: September 20, 2017

          Appeal from United States District Court for the Eastern District of Missouri - St. Louis

          Before COLLOTON, BENTON, and KELLY, Circuit Judges.

          COLLOTON, Circuit Judge.

         Morgantown 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[1] 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.

         I.

         Morgantown 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.

         After 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.

         On 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.

         American 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 & Conditions.

         According 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 particular purpose.

         The 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).

         II.

         As an 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 ...


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