Pl - Supermind
Df - Printing Center of Texas
Supermind entered into a contract with Printing Center under which
Printing Center agreed to print 5000 copies of a book.
The written contact covered only essential terms such as quantity, trim
size, and type of paper.
Supermind paid a deposit of $2900.
When the books were delivered Supermind rejected on the grounds that
they failed to conform to the contact.
Sued for the refund of it deposit.
The books were poorly produced. The sample paper was white, but
gray was used.
Cover art was off centered.
Pages were crooked and wrinkled.
Pull-out pages were not adequately perforated.
Trial Court Jury
Judgment to Supermind for $2900. Jury found the books were
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.
The doctrine of substantial performance is not applicable to the tender
of deliver of goods.
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.
Goods conform to the contract if they are in accordance with the
obligations under the contract.
How to decide if
tendered goods are conforming
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.
Once the contract terms have been established, it must be decided if
the right goods were tendered at the right time and place.
If the evidence reveals ANY nonconformity in the goods or their manner
of delivery, the buyer is entitled to reject.
There was sufficient evidence to justify the jurys conclusion that the
good did not conform to the contract.
The paper used did not conform to the sample, and the poor production
of the books breached the implied warranty of merchantability.
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.
The buyer has the right to reject nonconforming goods and is subject to
the general obligation of good faith.
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.