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United States Court of Appeals for the Eleventh Circuit
November 2, 2018, Decided
[*678] NEWSOM, Circuit Judge:
You've undoubtedly heard of—and for that matter probably accepted the terms of—a "shrinkwrap" agreement, which binds a software (or small-electronics) purchaser to an inside-the-box contract if she opens the product and retains it for some specified time. In this cyber age, you've also almost certainly assented to the terms of a "clickwrap" or "scrollwrap" agreement—for instance, by hitting "I accept" when installing the latest operating system for your smartphone. This case—not quite as hip but governed by the same basic principles—requires [**2] us to determine the enforceability of what, for lack of a better label, we'll call a "shinglewrap" agreement.
Boiled to its essence, the question we must decide is this: Where a roofing-shingle manufacturer displays on the exterior wrapping of every package of shingles the entirety of its product-purchase agreement—including, as particularly relevant here, a mandatory-arbitration provision—are homeowners whose roofers ordered, opened, and installed the shingles bound by the agreement's terms? Applying Florida law, we conclude that the homeowners are bound—and must therefore arbitrate any product-related claims that they allege against the manufacturer. In particular, we hold (1) that the manufacturer's packaging here sufficed to convey a valid offer of contract terms, (2) that unwrapping and retaining the shingles was an objectively reasonable means of accepting that offer, and (3) that the homeowners' grant of express authority to their roofers to buy and install shingles necessarily included the act of accepting purchase terms on the homeowners' behalf.
Tamko Building Products is a Missouri-based roofing company.1 Its "Heritage 30" shingles come with (appropriately) a 30-year limited [**3] warranty, which is printed—in full—on the outside wrapper of every shingle package. Although most of the warranty is set in ordinary Roman type, several key portions—including those most significant to this appeal—are rendered in a more conspicuous font. Each package wrapper, for instance, displays the all-capped word "IMPORTANT" and warns the purchaser—again in all caps—to "READ CAREFULLY BEFORE OPENING [THE] BUNDLE." The wrapper further explains (1) that the consumer must notify Tamko of any warranty-related claims "within thirty (30) days following discovery of the problem with the Shingles" and (2) that the warranty and other purchase terms are available not only on the face of the wrapper itself but also on Tamko's website and via a toll-free telephone number.
Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.
908 F.3d 675 *; 2018 U.S. App. LEXIS 31131 **; 27 Fla. L. Weekly Fed. C 1505
STEPHEN DYE, on behalf of themselves and all others similarly situated, DOUGLAS BOHN, on behalf of themselves and all others similarly situated, Plaintiffs - Appellants, versus TAMKO BUILDING PRODUCTS, INC., Defendant - Appellee.
Prior History: [**1] Appeal from the United States District Court for the Middle District of Florida. D.C. Docket No. 8:17-cv-00590-MSS-AEP.
Dye v. Tamko Bldg. Prods., 275 F. Supp. 3d 1314, 2017 U.S. Dist. LEXIS 186612 (M.D. Fla., Aug. 11, 2017)
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Business & Corporate Compliance, Arbitration, Federal Arbitration Act, Orders to Compel Arbitration, Civil Procedure, Appeals, Standards of Review, De Novo Review, Defenses, Demurrers & Objections, Motions to Dismiss, Failure to State Claim, Alternative Dispute Resolution, Arbitrability, Scope, Contract Formation, Acceptance, Meeting of Minds, Apparent Acceptance, Overt Acts, Reviewability of Lower Court Decisions, Preservation for Review, Apparent Acceptance, Contracts Law, Defenses, Failure to Read Contract, Business & Corporate Law, Establishment, Elements, Manifestation by Principal, Right to Control by Principal, Application of Agency Law Principles, Duties & Liabilities, Knowledge & Notice, Agent Knowledge