47 F.3d 999 (9th Cir. 1995), 93-16087, Red Alarm, Inc. v. Waycrosse, Inc.
|Citation:||47 F.3d 999|
|Party Name:||RED ALARM, INC., a California corporation, Plaintiff-Appellant, v. WAYCROSSE, INC., a Delaware corporation, doing business as Silent Knight Security Systems; Silent Knight Security Systems of Minnesota, Inc., a Minnesota corporation; Does One through Ten, inclusive, Defendants-Appellees.|
|Case Date:||February 07, 1995|
|Court:||United States Courts of Appeals, Court of Appeals for the Ninth Circuit|
Argued and Submitted Dec. 13, 1994.
Ronald A. Rubenstein, Whiting, Rubenstein & Levy, Richmond, CA, for plaintiff-appellant.
Andre J. Cronthall, Sheppard, Mullin, Richter & Hampton, Los Angeles, CA, and Jane L. Thomas, Sheppard, Mullin, Richter & Hampton, San Francisco, CA, for defendants-appellees.
Appeal from the United States District Court for the Northern District of California.
Before: HUG, CANBY, and HAWKINS, Circuit Judges.
HUG, Circuit Judge:
The issue in this case is whether the district court erred in granting summary judgment against Red Alarm on its claim that a "settlement check" sent to Silent Knight constituted an accord and satisfaction between the parties. We agree with the district court and affirm.
Silent Knight manufactures security alarm equipment. Red Alarm purchases security alarm equipment and installs alarm systems on the premises of its customers. In 1988, Red Alarm and Silent Knight negotiated an agreement under which Red Alarm would purchase its security equipment from Silent Knight. Silent Knight's president sent a standard dealer agreement to Red Alarm. Red Alarm's president, Nick Lawrence, made several changes to the standard agreement before signing and returning the contract. 1 Unaware of the changes, Silent Knight's president signed and executed the contract, which went into effect from January 15, 1988 until June 15, 1991. The agreement automatically renewed itself for successive one-year periods unless modified or terminated by the parties with written notice at least 60 days prior to expiration.
In 1990, Red Alarm began to experience dissatisfaction with some of Silent Knight's equipment. In February of 1992, Red Alarm sent a letter and check to Silent Knight's "lock box." 2 Although there had been substantial correspondence between the two companies over the years, this was the first time Red Alarm had sent or addressed a letter to the lock box. The letter purported to waive certain warranty claims and create additional contractual terms between the parties. Typed on the back of the check was the notation: "We agree to Red Alarm, Inc.'s proposed settlement offer dated February 21, 1992." The amount of the check was for the precise amount of a past-due invoice. The letter stated that acceptance of the enclosed check constituted Silent Knight's agreement to all of the terms stated in the letter. Because both the letter and the check were sent to the lock box, the check was automatically deposited and the letter forwarded to Silent Knight's offices.
Upon receiving the letter, Silent Knight's president promptly notified Red Alarm that it rejected the terms set forth in Red Alarm's letter and that it was retaining the check as payment for the past-due invoice. Silent Knight also stated that it would abide by the terms of the original agreement only, and that all dealings between the two companies would be on...
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