Printing Center of Texas, Inc. v. Supermind Publishing Company

Texas Court of Appeals

1985

Chapter

19

Title

Breach, and Repudiation

Page

717

Topic

Breach and Substantial Performance Under UCC Article 2

Quick Notes

If the seller provides a sample to the buyer, the usual understanding is that the seller warrants that the goods will conform to the sample

Book Name

Contracts Cases, Discussions, and Problems.  Blum Bushaw, Second Edition.  ISBN:  978-0-7355-7069-6.

Issue

o         Whether the buyer can reject the sellers delivery of goods if they do not conform to the contract?  Yes.

Procedure

Trial

o         Judgment to Supermind for $2900.  Jury found the books were nonconforming

Appellant

o         There was sufficient evidence to justify the jurys conclusion that the good did not conform to the contract

Facts

Rules

Reason

o         Pl - Supermind

o         Df - Printing Center of Texas

What happened?

o         Supermind entered into a contract with Printing Center under which Printing Center agreed to print 5000 copies of a book.

o         The written contact covered only essential terms such as quantity, trim size, and type of paper.

o         Supermind paid a deposit of $2900.

o         When the books were delivered Supermind rejected on the grounds that they failed to conform to the contact.

Action

o         Sued for the refund of it deposit.

Testimony

o         The books were poorly produced.  The sample paper was white, but gray was used.

o         Cover art was off centered.

o         Pages were crooked and wrinkled.

o         Pull-out pages were not adequately perforated.

Trial Court Jury

o         Judgment to Supermind for $2900.  Jury found the books were nonconforming.

UCC 2-313(1)(c) [Samples]

o         If the seller provides a sample to the buyer, the usual understanding is that the seller warrants that the goods will conform to the sample.

Court Noted

o         The doctrine of substantial performance is not applicable to the tender of deliver of goods.

UCC 2-601

o         Follows the longstanding rule of sales law that requires not merely that the goods substantially conform to the contract but that they conform in EVERY respect.

UCC 2-106(2)

o         Goods conform to the contract if they are in accordance with the obligations under the contract.

How to decide if tendered goods are conforming

o         The court must determine the terms of the contract by examining the language of the contract in the entire context of the transaction, including ANY course of dealing, trade usage, and course of performance.

o         Once the contract terms have been established, it must be decided if the right goods were tendered at the right time and place.

o         If the evidence reveals ANY nonconformity in the goods or their manner of delivery, the buyer is entitled to reject.

Courts Findings

o         There was sufficient evidence to justify the jurys conclusion that the good did not conform to the contract.

o         The paper used did not conform to the sample, and the poor production of the books breached the implied warranty of merchantability.

Rule

o         Even in the absence of an express warranty, UNLESS an appropriate disclaimer is included in the contract, a merchant seller impliedly warrants that the goods will pass without objection in the trade and will be fit for their ordinary purpose.

UCC 1-304

o         The buyer has the right to reject nonconforming goods and is subject to the general obligation of good faith.

Sellers Rights

o         If the seller could show that the buyer used the nonconformity as a pretext to avoid a contract that had become unfavorable as a result of market changes, the buyers rejection would not be rightful.

Class Notes