Plain Meaning Rule a) Operation of the Plain Meaning Rule The Plain Meaning Rule is an interpretation maxim known to some common law jurisdictions. It prevents a court from considering evidence external to an unambiguous piece of writing. It is based on the proposition that, when language is sufficiently clear, its meaning can be conclusively determined without resorting to extrinsic evidence. A8-1

The following case deals with the question of whether the Parol Evidence Rule may be applied in a sales contract which is governed by the CISG.

MCC-Marble Ceramic Center, Inc. v. Ceramica Nuova D’Agostino, S.p.A., US Ct App (11th Cir) (USA), 29 June 1998,

CISG-online 342

[Facts] [. . .] The plaintiff-appellant, MCC-Marble Ceramic, Inc. [buyer], is a Florida corporation engaged in the retail sale of tiles, and the defendant-appellee, Ceramica Nuova S.p.A. [seller] is an Italian corporation engaged in the manufacture of ceramic tiles. In October 1990, [buyer’s] president, Juan Carlos Mo[n]zon, met representatives of [seller] at a trade fair in Bologna, Italy and negotiated an agreement to purchase ceramic tiles from [seller] based on samples he examined at the trade fair. Monzon, who spoke no Italian, communicated with Gianni Silingardi, then [seller’s] commercial director, through a translator, Gianfranco Copelli, who was himself an agent of [seller]. The parties apparently arrived at an oral agreement on the crucial terms of price, quality, quantity, delivery and payment. The parties then recorded these terms on one of [seller’s] standard, pre-printed order forms and Monzon signed the contract on [buyer’s] behalf. According to [buyer], the parties also entered into a requirements contract in February 1991, subject to which [seller] agreed to supply [buyer] with high grade ceramic tile at specific discounts as long as [buyer] purchased sufficient quantities of tile. [Buyer] completed a number of additional order forms requesting tile deliveries pursuant to that agreement. [Buyer] brought suit against [seller] claiming a breach of the February 1991 requirements contract when [seller] failed to satisfy orders in April, May, and August of 1991. [. . .]

[Judgment] [. . .] The parties to this case agree that the CISG governs their dispute because the United States, where [buyer] has its place of business, and Italy, where [seller] has its place of

business, are both States Party to the Convention. See CISG, Art. 1. Article 8 of the CISG governs the interpretation of international contracts for the sale of goods and forms the basis of [buyer’s] appeal from the district court’s grant of summary judgment in [seller’s] favor. [Buyer] argues that the magistrate judge and the district court improperly ignored evidence that [buyer] submitted regarding the parties’ subjective intent when they memorialised the terms of their agreement on [seller’s] pre-printed form contract, and that the magistrate judge erred by applying the parol evidence rule in derogation of the CISG.