Providence & Worcester Railroad Co. v. Sargent & Greenleaf, Inc.

Sargent & Greenleaf, Inc. (Sargent & Greenleaf) (defendant) sent advertising materials to Providence & Worcester Railroad Company (Providence & Worcester) (plaintiff) regarding switchlocks, which were used to secure railroad-track switches that directed trains from one track to another. The advertising materials contained representations suggesting that vandals could not quickly pick the switchlocks and that the locks complied with certain industry standards such that an amateur should not have been able to pick the locks in less than four minutes. Providence & Worcester sent Sargent & Greenleaf a purchase order for switchlocks. In response, Sargent & Greenleaf sent Providence & Worcester acknowledgment and invoice forms. The front of the forms stated in small print that Sargent & Greenleaf’s acceptance was subject to the terms on the back of the forms. Those terms purported to disclaim any express and implied warranties. More specifically, the back of the forms warranted that the goods would be free from defects in material and workmanship for one year after shipment but stated that there were no other warranties, express or implied. This language appeared in ordinary type that did not differ from the rest of the form in size or color. The terms also contained an integration clause. Sargent & Greenleaf shipped and delivered the switchlocks to Providence & Worcester. A few years later, a vandal picked one of the locks in less than two minutes and secretly changed the direction of the train tracks. As a result, a derailed train caused almost $1,000,000 in property damage. Providence & Worcester sued Sargent & Greenleaf for, among other things, breach of express and implied warranties regarding the performance of the switchlocks. Sargent & Greenleaf moved for summary judgment and argued that its disclaimer clause barred the breach of express and implied warranties claims.