Synnex Corporation v. ADT Security Services, Inc.
Superior Court of New Jersey, Appellate Division
928 A.2d 37 (2007)
Synnex Corporation (Synnex) (plaintiff) entered into an agreement with ADT Security Services, Inc. (ADT) (defendant) for a security system at Synnex’s warehouse. The agreement stated that it would not be binding unless approved in writing by an authorized representative of ADT. The agreement contained an exculpatory clause that limited ADT’s liability to 10 percent of the annual service charge or $1000, whichever was greater. The agreement was signed by an ADT sales representative, but not an authorized representative. ADT delivered, installed, and monitored the security system at Synnex’s warehouse, according to the agreement. Intruders broke into the warehouse and stole millions of dollars worth of equipment. Synnex’s insurance company paid Synnex’s claim and then brought a subrogation action in Synnex’s name against ADT. The trial court held that, since an authorized ADT representative had not signed the contract, ADT could not rely on the exculpatory clause in the contract to limit its liability. The trial court entered a judgment for damages in favor of Synnex, and ADT appealed.
Rule of Law
Holding and Reasoning (Skillman, J.)
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