Red Alarm, Inc. v. Waycrosse, Inc.

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.

FACTS

Shent Knight manufactures security alarm equipment. Red Alarm purchases security alarm equipment and instahs alarm systems on the premises of its customers. In 1988, Red Alarm and Shent Knight negotiated an agreement under which Red Alarm would purchase its security equipment from Silent Knight. Shent 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, Shent 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 Shent Knight’s equipment.…