(dissenting):
If I were a juror I might very well construe the correspondence between the shipper, Polaroid Corporation (Polaroid), and the carriers’ insurer, Transport Insurance Company (Transport), in the same manner as Judge Hunter does in the majority opinion. However, it is neither in the province of the district court in ruling upon the motion of the carriers, Hermann Forwarding Company (Hermann) and Kowalsky’s Express Service (Kowalsky), for summary judgment,1 nor in ours in reviewing that determination, to draw any inferences in favor of the insurer in assessing its intention in drafting these essentially ambiguous letters.2 Because the parties agreed at a pretrial conference to submit the issue of liability on depositions and documents as if on cross-motions for summary judgment, they did not consent, as the majority appears to suggest, to having the district court determine disputed issues of fact summarily.3 If a genuine issue of material fact exists, it must be disposed of by a plenary trial and not on a motion for summary judgment. After careful consideration of all evidence submitted to the district court in support of the carriers’ motion for summary judgment, I am convinced that there is a genuine issue of material fact regarding whether or not Transport provided Polaroid adequate notice of disallowance of its lost cargo claims more than two years before Polaroid instituted suit. Because I believe this case was inappropriate for disposition on a summary judgment motion, I dissent.
I.
Case law construing the pertinent proviso of the Carmack Amendment to the Interstate Commerce Act, 49 U.S.C. § 20(11),4 *1014and § 2(b) of the Uniform Bill of Lading Contract5 has developed the rule that before the two-year statute of limitations begins to run the carrier’s notice of disallowance must be clear, final and unequivocal.6 The purpose of this rule of construction is obvious. The carrier has the power under the Carmack Amendment to fix the time when the limitations period begins to run against the claimant. The carrier, however, should not be allowed to trigger the running of the limitations period except by means of a notice which makes it clear to the claimant that this power has been exercised. It is easy enough to draft such a notice in words which can be understood in only one way. But when the agent of the common carrier chooses other words, it assumes the risk that a trier of fact will find that it has not exercised that statutory power.
Certainly the April 9, 1970 letter from Transport to Polaroid7 does not unequivocally and finally reject any part of Polaroid’s claim for lost cargo attributable to the Hermann hijacking. It emphasizes that Hermann was also an innocent victim of the hijacking, suggests that Polaroid resubmit its cargo loss claim (not to include lost profits), and concludes that “We will await your comments.”8 That the April 9th letter was not intended by Transport to constitute a notice of disallowance capable of triggering the running of the statute of limitations is confirmed, in my judgment, by its October 19, 1970 letter to Polaroid making an offer in compromise and forwarding a release for signature.9 Even in this letter, however, there is no express language revealing the amount of disallowance in the event Polaroid does not accept the offer in compromise. Moreover, a quite plausible interpretation of the second paragraph of the October 19th letter is that a claim based on dealer’s price might be accepted if bills of lading proving that the hijacked shipments had been effectively transferred to the dealers prior to shipment were submitted to the insurer.10 Finally, the letter refers to the insurer’s “spirit of compromise” in processing Polaroid’s claim.
The district court, however, does not appear to have relied on either of these letters in granting defendants’-appellees’ motion for summary judgment. Instead, the court below relied on Transport’s February 9, 1971 letter to Polaroid 11 which deals with *1015the Kowalsky hijacking claim and includes a reference to the Hermann claim. The key paragraph in this letter, at least in my judgment, states:
It doesn’t appear that we are going to get any place in negotiating these claims by corresponding back and forth. We would prefer to set up a meeting with you, and anyone else in your company preferably representing yoúr legal department to discuss these cases and possibly to work out settlements. If we cannot settle we can not [sic] at least come to some understanding. We will await your advice.12
This was a singularly equivocal way of saying that Polaroid’s claim for profits was finally and clearly rejected. Transport itself suggested further negotiations on that very point. Based on the language of this letter, I cannot conclude that a finder of fact must reject Polaroid’s interpretation that its entire claim as of February 9, 1971 was still the subject of further negotiation.
II.
In ruling on the carriers’ motion for summary judgment the district court confined its attention to these three letters. In affirming that determination Judge Hunter does the same. However, in passing on a motion for summary judgment the court is obliged to consider issues of fact raised by all evidential sources.13 Since one of the requirements under case law for an adequate notice of disallowance is that the claimant reasonably understand it as such,14 other correspondence and conduct on the part of the claimant inconsistent with such an understanding is evidentiary on the issue of the sufficiency of the notice.15 If the district court or the majority canvassed the parties’ conduct and correspondence after the February 9th letter, they would discover that neither side acted consistently with an understanding that a final disallowance of any part of Polaroid’s claims had been made until May 19, 1972. Thus, for example, there is a file memorandum by the General Traffic Manager of Polaroid, dated March 14, 1972, summarizing a phone conversation with the Assistant Claims Manager of Transport regarding the ongoing settlement negotiations.16 The memorandum notes that the manufacturer’s cost figures given by Polaroid were confidential and that a written offer of settlement was discussed.17 The result of this March 19th phone conversation was a letter from Transport, dated May 19, 1972, discussing the Kowalsky claim which states:
This letter is in response to our telephone conversation of March 14, 1972, wherein you submitted two figures representing what your company may accept in settlement of this claim.
The first figure was $97,000.00 representing cost figure, and the second figure, $111,500.00 representing what you would accept.
Before we can consider the above figures we must receive from you a complete explanation or breakdown of your cost figures. How did you arrive at $97,-000.001
*1016Unless or until we can obtain answers to the above, we cannot make any offers.18
On the same date Transport also wrote to Polaroid regarding the Hermann claim:
This letter is in response to our telephone conversation of March 14, 1972.
You indicated that your cost figures on this loss amounts to $43,000.00 and that your company would accept nothing less than $46,800.
We refer you to our letter of October 19, 1970 wherein we made an offer to you in the amount of $35,226.18.
You have never formally turned down this offer.
Accordingly, we are taking the position that this offer was a notice of disallowance of the claim and the statute is running.19
Certainly the letter on the Kowalsky claim is inconsistent with a prior clear, final and unequivocal rejection of Polaroid’s claim for profits in excess of manufacturer’s costs. Similarly, a reasonable fact-finder could conclude that while the May 19, 1972 letter did unequivocally reject the Hermann claim as of that date, it did not operate retroactively to make the October 19, 1970 letter an unequivocal and final notice of disallowance.-
Moreover, there are other internal memoranda and letters suggesting that after the February 9, 1971 letter20 both sides held the matter in abeyance while awaiting a ruling from Judge Weinstein on the proper measure of the loss caused to a shipper by a hijacking.21 With this evidence in the case a fact-finder could determine that even Transport did not construe the February 9th letter or the October 19th letter as final rejection of the claim,22 and that the May 19, 1972 interpretation of the October 19 letter was an afterthought.
The action was instituted by Polaroid within two years of May 19, 1972, the earliest date at which I could say, as a matter of law, that a fact-finder must find a clear, final and unequivocal rejection of any part of the Hermann claim. Even then, however, the Kowalsky claim was not finally disallowed.
This case was simply not appropriate for disposition under Rule 56, Fed.R.Civ.P. It should be remanded for trial.
. Fed.R.Civ.P. 56.
. Inferences to be drawn from the underlying facts contained in the evidential sources submitted to the district court in support of a motion for summary judgment must be viewed in the light most favorable to the' party opposing the motion. The allegations of the nonmovant must be taken as true and, when these assertions conflict with those of the movant, the former must receive the benefit of the doubt. Goodman v. Mead Johnson, 534 F.2d 566, 573 (3d Cir. 1976) (collecting authorities); Scott v. Plante, 532 F.2d 939, 945 (3d Cir. 1976).
. E. g., Newark Morning Ledger Co. v. United States, 539 F.2d 929 (3d Cir. 1976); Rains v. Cascade Industries, Inc., 402 F.2d 241, 245 (3d Cir. 1968).
. 49 U.S.C. § 20(11) provides in pertinent part:
That it shall be unlawful for any such receiving or delivering common carrier to provide by rule, contract, regulation, or *1014otherwise a shorter period for the filing of claims than nine months, and for the institution of suits than two years, such period for institution of suits to be computed from the day when notice in writing is given by the carrier to the claimant that the carrier has disallowed the claim or any part or parts thereof specified in the notice .
. § 2(b) of the Uniform Bill of Lading contract approved by the Interstate Commerce Commission states in relevant part that:
[SJuits shall be instituted against any carrier only within two years and one day from the day when notice in writing is given by the carrier to the claimant that the carrier has disallowed the claim or any part or parts thereof specified in the notice.
. E. g., John Morrell Co. v. Chicago, Rock Is. & Pac. R.R. Co., 495 F.2d 331, 333 (7th Cir. 1974) (final); Cordingley v. Allied Van Lines, Inc., 413 F.Supp. 1398, 1401 (D.Mont.1976) (final); Holford v. Louisville & Nashville R.R. Co., 266 F.Supp. 408 (W.D.Tenn.1967) (unequivocal); Bums v. Chicago, M., St. P. & P.R. Co., 100 F.Supp. 405 (W.D.Mo.), aff’d 192 F.2d 472 (8th Cir. 1951) (clear, unequivocal); Robinson v. Trustees of N. Y., N. H. & H. R. Co., 318 Mass. 121, 60 N.E.2d 593 (1945) (final); Tribby v. Chicago & N. W. Ry„ 64 S.D. 23, 264 N.W. 185 (1935); Chappell v. New York & O. W. Ry. Co., 248 App.Div. 804, 289 N.Y.S. 52 (3d Dep’t 1936) (final); Atlantic Coast Line R. Co. v. Wauchula Truck Growers Ass’n, 95 Fla. 392, 118 So. 52 (1928) (clear).
. Exhibit JA-5, App. at 68a.
. Id.
. Exhibit JA-11, App. at 78a.
. The second paragraph reads as follows:
We are willing to accept your contention that you are entitled to the dealer’s price on the basis you are simply acting on behalf of these dealers in settling the claims. You have not furnished us bills of lading as proof the shipments were effectively transferred to these dealers, nor have you furnished us anything in the way of proof that the dealers have paid you for the merchandise. Therefore, let’s go back to the basics, which is the manufacturer’s cost of the stolen merchandise.
Id.
. Exhibit JB-38, App. at 115a.
. Id.
. E. g., Goodman v. Mead Johnson, 534 F.2d at 573; Scott v. Plante, 532 F.2d at 945.
. See, e. g., Burns v. Chicago, M., St. P. & P. R. Co., 100 F.Supp. at 408; Tribby v. Chicago & N. W. Ry. Co., 64 S.D. at 25, 264 N.W. at 186.
. If the February 9th letter constituted a final disallowance of any portion of Polaroid’s claim, of course, subsequent correspondence and actions of the parties could not toll the running of the limitations period and therefore would not be evidentiary material. E. g., John Morrell & Co. v. Chicago, Rock Is. & Pac. R.R. Co., 495 F.2d at 333; L. M. Kirkpatrick Co. v. I. C. R. Co., 190 Miss. 157, 195 So. 692 (1940). The rationale supporting this doctrine is that the carrier may not waive or be estopped to assert the requirements of the Uniform Bill of Lading inasmuch as this would permit the very discrimination the law was intended to prohibit. See, e. g., Chesapeake & Ohio Ry. Co. v. Martin, 283 U.S. 209, 51 S.Ct. 453, 75 L.Ed. 983 (1931); B. A. Walterman Co. v. Pa. R.R. Co., 295 F.2d 627, 628 (6th Cir. 1961) (per curiam); H. Rouw Co. v. Texas & N. O. R. Co., 260 S.W.2d 130, 132 (Tex.Civ.App. 1953).
. Exhibit JB-47, App. at 125a.
. Id.
. Exhibit JB — 48, App. at 126a.
. Exhibit JA-27, App. at 101a.
. See, e. g., Exhibit JA-20, App. at 92a; Exhibit JB—41, App. at 119a; Exhibit JA-21, App. at 93a; Exhibit JB-42, App. at 120a; Exhibit JA-22, App. at 94a-95a.
. That case was settled by the parties before a final court determination was made. See appellant’s brief at 22, 26-27. However, in Polaroid v. Shuster’s Express Co., Inc., 484 F.2d 349 (1st Cir. 1973), involving an identical factual situation, the first circuit held that the correct measure of damages was wholesale selling price less any cost savings rather than the cost of manufacturing the hijacked equipment.
. See John Morrell & Co. v. Chicago, Rock Is. & Pac. R.R. Co., 495 F.2d at 333 (carrier itself did not consider a particular letter as a clear, definite and unequivocal denial of a claim).