Brass Reminders Co., Inc. v. RT Engineering Corp.

Summary

The Sixth Circuit affirmed summary judgment for RT Engineering, holding that hyperlinked terms and conditions were incorporated by reference into the parties' contract under Kentucky law because the quote clearly referenced them and the plaintiff had notice and opportunity to read them. The court found that the plaintiff breached the contract by failing to provide required dimensional tolerances and consistent materials, as the undisputed record showed material variations caused machine failures. The case addresses incorporation by reference, the duty to read contract terms, and breach of contract for failure to supply specifications.

Holdings

1. Yes, the terms and conditions were incorporated by reference because the quote provided clear language of incorporation and notice, and Brass Reminders had the opportunity to read them.
2. No, there is no genuine dispute; Brass Reminders breached its obligation to provide dimensional tolerances and consistent materials.

Questions Presented

1. Whether RT's hyperlinked terms and conditions were incorporated by reference into the contract.
2. Whether there is a genuine dispute of material fact that Brass Reminders breached its obligation to provide dimensional tolerances and consistent materials.

Disposition

affirmed