Daisy Manufacturing Co. v. NCR Corp.

Daisy Division Victor Comptometer Corporation (Daisy Division) contracted with NCR Corporation (NCR) (defendant) as a customer for equipment and maintenance services. The agreement contained an arbitration provision stating that any controversy related to the agreement, or an agreement the parties later entered into, would be settled by arbitration. NCR typically signed such documents at the outset of a commercial relationship with a customer. For orders with Daisy Division, both companies used the names Daisy Manufacturing Co. and Daisy Manufacturing Co., Inc. interchangeably. Several years later, Daisy Manufacturing Company, Inc. (Daisy Manufacturing) (plaintiff) was formed and purchased the assets of Daisy Division, continuing the business relationship with NCR. Daisy Manufacturing did not tell NCR about the change in companies and did not attempt to correct the company designation on forms. Daisy Manufacturing ordered a computer system from NCR. The purchase order included two checkboxes next to statements indicating that the order would be subject to either the terms of the parties’ customer agreement or those listed on the order, which included an arbitration provision. Daisy Manufacturing did not check either box. Daisy Manufacturing experienced problems with the computer system and filed suit in federal district court for breach of contract. Citing the arbitration provision, NCR moved to stay the proceedings and compel arbitration under the Federal Arbitration Act (FAA). The district court denied the motion. The court found that Daisy Manufacturing was a separate entity from Daisy Division and was not bound by Daisy Division’s customer agreement. The court also found that because Daisy Manufacturing did not check the boxes on the purchase order, it was not bound by the order’s terms. NCR appealed to the United States Court of Appeals for the Eighth Circuit.