Cases Flashcards
(25 cards)
Bayway Refining Oil Co
Buyer will buy oil- seller says he will sell if the buyer pays the excise tax. This is between merchants, the additional term becomes part of the contract unless it materially alters the contract.
Does the exise tax cause undue hardship or surprise for the buyer? (This materially alters)
It will not cause financial hardship and the term is industry standard so it is not a surprise.
It does not materially alter the contract, the additional term becomes part of the contract.
Ultraflex Systems of Florida Inc
The additional terms shall become part of the contract unless:
- the offer expresslt limits acceptance to the terms of the offer.
- the additional terms materially alter the contract.
- the offer objects to the additional terms wihtin a reasonable amount of time.
if either party is not a merchant, the additional terms become proposals for the contract but are not automatically added.
Even if the acceptance differs from the offer, a contract can be formed the conduct of both parties, such as if they begin performance as if a contract exists- even if there were disagreements on the terms.
Moore Case
Bought a Corvette, car turned out to be stolen and taken by the police. The court held that to disclaim the warranty of title for a car sale, this has to be explicit. Saying “as is” will not be sufficient.
IE “the buyer assumes all risks with regard to the title”.
Lindholm v Brandt
The issue was whether Mahlby was entrusted.
Bell Sports and Yarusso
Cate v Dover Corp
Carigg Case
In Re Carrier IQ Inc (Warranty)
2 prong test:
the defect must be fundamental to the good AND a minimum level of quality for what the consumer bargained for.
The plaintiff was able to proceed with the claim. The phone was took data as well as making calls. There was a breach of merchantability as there would be no expectation that the phone would take data which makes it less than the fair average.
Picking a bad shipper.
The shipper destroyed the goods, the seller picked the shipper to do a favour for the buyer. This was a shipper they picked all the time. The buyer bore the risk of loss. The buyer tried to blame the seller but the court ruled that as long as the shipper choice was reasonable, that is okay.
BRC Rubber & Plastics, Inc. v. Continental Carbon Co.
Key Issues:
Repudiation (§2-609): Seller failed to provide adequate assurance of performance.
Cover (§2-712): Buyer acted reasonably in purchasing substitute goods after repudiation.
Facts:
BRC & Continental had a long-term contract for carbon black supply.
Continental tried to raise prices unilaterally & threatened to stop shipments.
BRC requested adequate assurance; Continental’s response was inconsistent.
Court Findings:
Continental’s failure to provide consistent assurance = repudiation under §2-609.
BRC’s purchase from other suppliers at higher prices was reasonable cover under §2-712.
Prejudgment interest awarded to BRC for additional costs incurred.
Legal Principles:
A party may treat failure to provide adequate assurance as repudiation (§2-609).
A buyer may “cover” and seek damages if repudiation substantially impairs the contract (§2-712).
Courts assess commercial reasonableness in determining repudiation & cover.
Larson v. Burton Construction, Inc.
Supreme Court of Wyoming, 2018
421 P.3d 538
Issue:
Can Stella Speculator reject two of the five cars due to minor defects, and does Swank Motors have a right to cure under UCC §2-508?
Rule:
UCC §2-601 (Perfect Tender Rule) – A buyer may reject goods if they fail in any respect to conform to the contract.
UCC §2-508 (Seller’s Right to Cure) – A seller has a right to repair or replace defective goods if:
The time for performance has not expired (§2-508(1)).
The seller had reasonable grounds to believe the goods would be accepted (§2-508(2)).
UCC §1-303(c) (Usage of Trade) – Industry customs may modify contract expectations.
Application:
Under §2-601, Speculator had a right to reject the cars because they were nonconforming. However, the defects were minor (a malfunctioning audio system and ripped trunk carpeting). Courts may consider good faith in determining if the rejection was reasonable.
Under §2-508, Swank Motors had a right to cure by offering repairs. Since car sellers commonly fix small defects, Swank’s offer to repair aligns with commercial standards.
Under §1-303(c), if Swank proves it is standard practice to repair minor defects, then Speculator may not have a right to reject under the perfect tender rule.
Conclusion:
Speculator’s rejection may not be upheld because:
The defects were minor.
Swank had a right to cure.
Industry customs support repairs rather than outright rejection.
Swank Motors has a strong argument that Speculator should have allowed repairs, making her rejection unreasonable under UCC principles.
Wilson v Scampoli
Issue:
Whether the buyer was entitled to rescind the contract and receive a refund for a defective television set, despite the seller’s offer to repair or replace it.
Rule:
Under UCC §2-508, a seller has the right to cure a defective tender within a reasonable time if it does not cause substantial inconvenience to the buyer. The buyer may revoke acceptance only if the defect substantially impairs the value of the goods (§2-608).
Application:
The television set was defective upon delivery, displaying a red tint. The seller attempted to cure the defect by sending a technician, who determined that further shop inspection was needed. However, the buyer refused the repair and instead demanded a brand-new set or a full refund. The court found that minor repairs or adjustments are acceptable means of curing an imperfect tender. Since the seller was denied a reasonable opportunity to inspect and repair, there was no breach justifying rescission.
Conclusion:
The court reversed the trial court’s decision, ruling that the buyer was not entitled to rescission because the seller was not given the chance to cure the defect through repair or replacement.
Koviack Irrigation and Farm Services, Inc. v. Maple Row Farms, LLC
Issue:
Whether the defendant properly rejected the pump and its operating panel under the Uniform Commercial Code (UCC), and whether the defendant was liable for the cost of the equipment.
Rule:
Under UCC §2-602(1), the buyer must reject goods within a reasonable time after delivery, and failure to do so makes the rejection ineffective. The reasonableness of the time depends on the nature, purpose, and circumstances of the case (UCC §1-205). The buyer can reject goods if they do not conform to the contract or are unsuitable for the buyer’s intended purpose (UCC §2-601).
Application:
The pump was delivered late, and the defendant could not install it until the following spring. Once installed, it was found unsuitable for the defendant’s irrigation system. The defendant hired another expert, who confirmed the pump’s incompatibility. While the defendant did not formally notify the plaintiff in writing, the court determined that the defendant’s actions showed an intent to reject the pump. Given that the defendant relied on the plaintiff’s expertise, the delay in installation was reasonable, and the pump’s incompatibility with the system was valid grounds for rejection.
Conclusion:
The court affirmed the trial court’s ruling, finding that the defendant properly rejected the pump within a reasonable time under UCC provisions. Therefore, the defendant was not liable for the cost of the equipment.
Ramirez v Autosport
Issue:
The primary issue in this case is whether Mr. and Mrs. Ramirez, as buyers, had the right to reject the tender of a camper van with minor defects and cancel the contract with Autosport, the seller, under the Uniform Commercial Code (UCC). The case also addresses whether Autosport had the opportunity to cure the defects.
Rule:
Under the Uniform Commercial Code (UCC), specifically N.J.S.A. 12A:2-601, a buyer has the right to reject goods if they do not conform to the contract. Additionally, N.J.S.A. 12A:2-508 provides that the seller has the right to cure defects within a reasonable time, provided that the goods are not accepted by the buyer. If the defects are not cured within a reasonable time, the buyer can cancel the contract under N.J.S.A. 12A:2-711.
Application:
In this case, the Ramirez couple entered into a contract with Autosport to purchase a camper van for $14,100, with a trade-in van valued at $4,700. Upon attempting to take delivery of the camper, they noticed several defects, including scratched paint, missing electric and sewer hookups, and uninstalled hubcaps. Autosport was given an opportunity to correct these issues, but the van remained in an unsatisfactory condition on multiple occasions, despite being told it was ready for delivery.
The Ramirezes repeatedly expressed dissatisfaction with the van and rejected it based on the defects. Autosport was unable to cure the defects in a reasonable time frame. As such, the Ramirezes sought cancellation of the contract, requesting the return of their trade-in van.
The trial court found that the Ramirezes had validly rejected the van within a reasonable time under N.J.S.A. 12A:2-602 and had not accepted the van, as they were never able to use it due to its uncorrected defects. Additionally, the court found that Autosport had not cured the defects within a reasonable time and affirmed the Ramirezes’ right to cancel the contract.
Conclusion:
The New Jersey Supreme Court affirmed the judgment of the Appellate Division, holding that the Ramirezes had the right to reject the defective van and cancel the contract. The UCC’s perfect tender rule permitted the rejection, and Autosport failed to cure the defects in a timely manner. Therefore, the Ramirezes were entitled to cancellation of the contract and restitution for their trade-in vehicle.
Plateq Corp. of North Haven v. Machlett Laboratories, Inc.
Issue:
The principal issue in this case is whether the defendant, Machlett Laboratories, accepted the goods before attempting to cancel the contract of sale. Specifically, the question is whether the defendant had accepted the goods despite their nonconformities and, if so, whether the cancellation of the contract was proper.
Rule:
The Uniform Commercial Code (UCC) governs the sale of goods. Under General Statutes §2-606(1), a buyer is considered to have accepted goods if:
1. After a reasonable opportunity to inspect the goods, the buyer signifies to the seller that they will take the goods despite their nonconformity (UCC §2-606(1)(a)).
2. The buyer fails to make an effective rejection after a reasonable opportunity to inspect (UCC §2-606(1)(b)).
Additionally, after acceptance, the buyer cannot cancel the contract unless the goods are substantially nonconforming, as per UCC §2-608.
Application:
In this case, the defendant, Machlett Laboratories, placed an order for two specially manufactured steel tanks. Although the tanks had some minor deficiencies, the plaintiff, Plateq Corporation, made efforts to remedy these issues. On October 11, 1976, the defendant’s engineer, Yannello, noted these deficiencies but did not express dissatisfaction. Instead, Yannello led the plaintiff to believe that the defendant would send a truck to pick up the tanks. However, the defendant later sent a cancellation notice on October 14, 1976, which lacked specific reasons for cancellation.
The trial court found that the defendant had accepted the goods on October 11, 1976, based on the following:
- The defendant’s engineer did not indicate rejection of the goods and expressed willingness to pick up the tanks.
- The defendant did not provide an effective rejection as required under UCC §2-605.
- The cancellation notice sent by the defendant failed to adequately specify the reasons for rejection, rendering it ineffective.
The court also determined that the goods were not substantially nonconforming and that the defendant could not cancel the contract after accepting the goods.
Conclusion:
The trial court concluded that the defendant had accepted the goods and wrongfully attempted to cancel the contract. The court awarded the plaintiff the contract price, minus salvage value, and ruled that the defendant’s cancellation was unauthorized. The appellate court affirmed the trial court’s decision, finding no error in the trial court’s findings or conclusions. Therefore, the defendant’s attempt to cancel the contract was rejected, and the plaintiff was entitled to recover the contract price.
Holding:
The court held that the defendant had accepted the goods and could not cancel the contract without demonstrating substantial nonconformity, which was not established in this case. The judgment in favor of the plaintiff was affirmed.
Waddell v LVRV Inc
Issue:
Whether the district court erred in allowing the Waddells to revoke their acceptance of the RV, considering the nonconformities with the RV and the timeline for revocation.
Rule:
Under NRS 104.2608(1) (Nevada’s adoption of the Uniform Commercial Code), a buyer may revoke acceptance of goods if the goods suffer from a nonconformity that substantially impairs their value to the buyer. Furthermore, the revocation must occur within a reasonable time after the buyer discovers the nonconformity (NRS 104.2608(2)).
Application:
The Waddells experienced repeated defects with the RV, including chronic engine overheating, which made the RV unreliable and unsafe for travel. They took the RV back to Wheeler’s service department multiple times over a period of 18 months, and despite Wheeler’s attempts to repair it, the issues persisted. The Waddells first noticed the defects shortly after purchasing the RV and gave Wheeler’s several chances to repair the issues. They eventually revoked their acceptance in June 2000, after Wheeler’s failed to cure the defects despite multiple repair attempts. The district court found that the RV’s nonconformities, particularly the overheating engine, substantially impaired its value to the Waddells, as it prevented them from using the RV for its intended purpose of long-term travel.
Moreover, the court concluded that the revocation occurred within a reasonable time because the Waddells had allowed Wheeler’s time to repair the RV, and the revocation came after multiple failed attempts at repair, with the RV spending over seven months at Wheeler’s for repairs.
Conclusion:
The district court did not err in allowing the Waddells to revoke their acceptance. The chronic engine overheating and other defects substantially impaired the RV’s value to the Waddells, and their revocation of acceptance occurred within a reasonable time after the discovery of these defects and failed repair attempts. The district court’s decision to allow revocation of acceptance was supported by substantial evidence and was not clearly erroneous.
Accettura v. Vacationland, Inc
Here’s an IRAC analysis of the Accettura v. Vacationland, Inc. case in bullet point format:
-
Issue:
- Whether plaintiffs, Kimberly Accettura and Adam Wozniak, properly revoked their acceptance of the RV under Illinois’s adoption of the UCC (810 ILCS 5/2-608(1)(b)) without giving the seller, Vacationland, Inc., a reasonable opportunity to cure the defect.
-
Rule:
- Under the Uniform Commercial Code (UCC), a buyer may revoke acceptance of goods if the nonconformity substantially impairs its value to the buyer, and:
- (a) If the buyer accepted the goods on the assumption that the defect would be cured, and it was not cured seasonably, or
- (b) If the buyer accepted the goods without knowledge of the defect and was reasonably induced to do so by difficulty of discovery or seller’s assurances.
- UCC § 2-608(1)(b) specifically allows revocation without requiring the seller to be given an opportunity to cure, in contrast to UCC § 2-608(1)(a), which does.
- Under the Uniform Commercial Code (UCC), a buyer may revoke acceptance of goods if the nonconformity substantially impairs its value to the buyer, and:
-
Application:
- Plaintiffs accepted the RV without knowing about the defect (the leak), and the defect significantly impaired the RV’s value.
- Plaintiffs tried to get the defect repaired but faced unreasonable delays and vague timelines from the seller and manufacturer.
- Plaintiffs revoked their acceptance before the seller had a chance to cure the defect.
- The court applied UCC § 2-608(1)(b), determining that because the defect was not known to plaintiffs at the time of acceptance, they were not obligated to give the seller a reasonable time to cure.
- Defendant’s argument that plaintiffs needed to allow the seller a reasonable opportunity to cure was rejected, as the language of UCC § 2-608(1)(b) did not require that step.
-
Conclusion:
- The court ruled that plaintiffs were entitled to revoke their acceptance of the RV under UCC § 2-608(1)(b) without giving the seller a reasonable time to cure, reversing the lower courts’ decision.
- The case was remanded for further proceedings consistent with this ruling.
Casserlie v. Shell Oil Company
Facts
A group of independent Shell lessee-dealers in Cleveland sued Shell Oil Company, alleging that Shell set gasoline prices in bad faith to drive them out of business. The dealers leased gas stations from Shell and were required to buy gasoline at Shell’s dealer-tank-wagon (DTW) price, which was higher than the “rack” price charged to independent jobbers. The dealers claimed this pricing scheme was commercially unreasonable and aimed at eliminating them. The trial court granted summary judgment for Shell, finding that Shell’s pricing complied with Ohio’s Uniform Commercial Code (UCC) requirements. The appellate court affirmed.
Issue(s)
Does the definition of “good faith” under Ohio’s UCC § 2-305(2) require a subjective inquiry into the seller’s intent, or is an objective standard sufficient?
Rule (Including Statute)
Ohio Revised Code (R.C.) 1302.18(B) (UCC § 2-305(2)): When a price is left open in a contract, it must be set in “good faith.”
R.C. 1302.01(A)(2) defines good faith for merchants as “honesty in fact” and “observance of reasonable commercial standards of fair dealing.”
Official Comment 3 to UCC § 2-305: A “posted price” or “market price” satisfies the good-faith requirement in the “normal case.”
Application to Rule
The court rejected the dealers’ argument that subjective intent (i.e., an intent to drive them out of business) was relevant. Instead, it followed precedent (e.g., Tom-Lin Enters. v. Sunoco) in applying an objective standard.
The court found that Shell’s DTW pricing was within industry norms and non-discriminatory among similarly situated buyers. The variance in pricing by Price Administration Districts (PADs) was justified by competition.
Jobbers and dealers were not similarly situated buyers because jobbers assumed additional risks and responsibilities.
Because Shell’s pricing met commercial reasonableness and non-discrimination standards, the “posted-price” safe harbor applied, precluding a subjective inquiry into intent.
Judgment and Reasoning
The Ohio Supreme Court affirmed the appellate court’s judgment. It held that when a price is commercially reasonable and non-discriminatory, a subjective inquiry into the seller’s intent is not required. The court emphasized the need for uniformity in UCC interpretation and followed similar rulings from other jurisdictions. A dissenting opinion argued that subjective intent should still be considered under the good-faith analysis.
Sacramento E.D.M., Inc. v. Hynes Aviation Industries
Facts
Sac EDM sued Hynes Aviation for breach of fiduciary duty, constructive fraud, and unconscionable lease agreements. Hynes misrepresented lease terms, leading Sac EDM to pay significantly more than expected, including for equipment they previously owned outright. The court found the leases procedurally and substantively unconscionable.
Issues
Did Hynes breach his fiduciary duty and commit fraud by misrepresenting lease terms?
Were the lease terms regarding interest rate, duration, and purchase options unconscionable?
Rule
U.C.C. § 2-302 / Missouri Revised Statute §400.2-302: Courts may void unconscionable contracts.
Relevant Case Law: Unconscionability can be procedural (misrepresentation, unequal power) or substantive (harsh terms). Missouri law caps interest rates at 10%.
Application
Procedural Unconscionability: Hynes misrepresented lease terms, misleading Sac EDM.
Substantive Unconscionability:
Interest rate (30%) exceeded Missouri’s 10% cap.
Lease duration nearly doubled from what was represented.
Sac EDM overpaid for leased equipment, including previously owned assets.
Only 50% of payments counted toward purchase, extending lease terms.
These terms contradicted the business plan’s goal of securing better financing for Sac EDM.
Judgment
The court ruled against Hynes, finding breach of fiduciary duty, fraud, and unconscionable terms. Sac EDM was awarded recovery of excess interest payments.
Green Tree Servicing, LLC v. Duncan
Facts
Duncan financed a mobile home through Green Tree, which included an arbitration clause requiring all disputes to be resolved through arbitration, while allowing Green Tree to litigate repossession claims in court. Duncan challenged the enforceability of this clause under Navajo law.
Issue(s)
Is the arbitration clause enforceable under Navajo law?
Does the clause violate Navajo public policy by imposing an unfair burden on Duncan?
Rule
5A N.N.C. §2-302: Unconscionable contracts or clauses may be voided or modified.
5 N.N.C. §1103(E): Prohibits unconscionable trade practices.
7 N.N.C. §1103: Arbitration agreements must be valid and fair.
Házhó’ógó (Navajo Fundamental Law): Requires clear, respectful explanation of rights before waiver.
Application to Rule
The arbitration clause was procedurally unfair as it lacked clear, specific language explaining that Duncan waived her right to sue while Green Tree retained court privileges.
It was substantively unconscionable, as it created a one-sided burden: Duncan had to arbitrate while Green Tree could litigate repossession.
Violated Navajo Fundamental Law (házhó’ógó), which requires fairness and transparency in agreements, especially concerning home ownership.
Judgment and Reasoning
The court held the arbitration clause unenforceable due to its unconscionability and inconsistency with Navajo public policy. It vacated the dismissal of Duncan’s counterclaims and remanded the case for further proceedings.
Cook Specialty Co. v. Schrlock
Facts
Defendant Machinery Systems, Inc. (“MSI”) entered into a contract with the plaintiff, Cook Specialty Co., for the sale of a Dries & Krump Hydraulic Press Brake for $28,000. The contract included “F.O.B. MSI’s warehouse” shipping terms, meaning the risk of loss transferred to the buyer once the goods were in the possession of the carrier. The carrier, R.T.L. (Randy’s Truck Lines), transported the machine, but it was lost in transit when it fell from the truck. The Illinois State Police cited the carrier for failing to secure the load properly. Plaintiff recovered only $5,000 from the carrier’s insurer, far below the machine’s value, and sued MSI to recover the remaining loss.
Issue
Did MSI make a “reasonable” contract for the shipment of goods under UCC §2-504, and does MSI bear the risk of loss due to insufficient insurance coverage?
Rule
Under UCC §2-504, a seller shipping goods must make a “reasonable” contract for transportation considering the nature of the goods and the circumstances. Risk of loss passes to the buyer when the goods are “duly delivered” to the carrier. However, a seller may breach its duty if it contracts in an “unreasonable” manner, such as failing to make appropriate shipping arrangements.
Application
Plaintiff argued that MSI’s contract was unreasonable because MSI did not ensure the carrier had adequate insurance to cover potential losses.
Plaintiff relied on La Casse v. Blaustein, where a seller’s shipping choices were deemed reckless, but the court found this case distinguishable. MSI did not underinsure, misaddress, or recklessly handle the shipment.
The court emphasized that MSI obtained a certificate of insurance and did not impair plaintiff’s ability to recover from the carrier.
UCC provisions clarify that the seller is not obligated to guarantee full insurance coverage for the buyer’s protection.
Conclusion
The court held that MSI did not act unreasonably under UCC §2-504. The “F.O.B.” terms placed the risk of loss on the buyer once the carrier took possession. Since MSI complied with its contractual obligations, the court granted summary judgment in favor of MSI.
Rheinberg-Kellerei GmbH v. Vineyard Wine Co.
Facts:
Rheinberg-Kellerei GmbH, a West German wine producer, sold 620 cases of wine to Vineyard Wine Co., a North Carolina distributor, through an agent, Frank Sutton. The wine was shipped from Germany in late 1978 aboard the M.S. Munchen, which was lost at sea. The defendant never received the wine and refused to pay. Plaintiff sued to recover the purchase price.
Issue:
Did the risk of loss pass to the buyer (defendant) upon shipment, making it responsible for payment, or did the seller (plaintiff) remain liable due to failure to provide proper notice of shipment?
Holding:
The court ruled in favor of the defendant, holding that the seller’s failure to give prompt notice of shipment (as required under UCC §2-504) meant that the risk of loss did not transfer to the buyer.
Reasoning:
The contract was a shipment contract, meaning risk of loss would typically pass to the buyer once the goods were delivered to the carrier.
However, under UCC §2-504, the seller must provide timely shipment details so the buyer can arrange for insurance or take other protective measures.
The plaintiff notified only its agent (Sutton), who failed to inform the defendant. The defendant only learned of the shipment after the ship was lost.
Since the defendant was deprived of an opportunity to protect itself, the court found that risk of loss had not passed, and the buyer was not responsible for payment.
Conclusion:
The plaintiff was not entitled to recover the purchase price, and the court upheld the dismissal of the case against the defendant.
Risk of Loss
Jakowski v. Carole Chevrolet, Inc.
Issue:
Who bears the risk of loss when a non-conforming car is returned to the seller for cure and is subsequently stolen before redelivery?
Rule:
Under UCC §2-510(1), if goods fail to conform to the contract and give the buyer the right to reject, the risk of loss remains with the seller until the buyer accepts the goods or the seller cures the defect.
Application:
The car delivered to the buyer lacked the agreed-upon coatings, making it non-conforming.
Under the “perfect tender” rule (§2-106), any non-conformity allows the buyer to reject the goods.
The buyer did not formally accept the car, as the seller acknowledged the defect and instructed the buyer to return it for cure.
Since the defect was never cured before the theft occurred, the risk of loss remained with the seller under §2-510(1).
Conclusion:
The court ruled in favor of the buyer, holding that the seller bore the risk of loss and was responsible for refunding the purchase price, including finance charges.
Louisiana Power & Light Co. v. Allegheny Ludlum Industries, Inc.
Case Brief: Louisiana Power & Light Co. v. Allegheny Ludlum Industries, Inc.
Facts:
Louisiana Power & Light Co. (LP&L) contracted with Allegheny Ludlum Industries (Allegheny) to supply stainless steel condenser tubing for a nuclear power plant. The contract set fixed prices with minor escalation clauses. Due to increased raw material and labor costs, Allegheny sought additional compensation, which LP&L refused. Allegheny then failed to provide assurance of performance under UCC §2-609, leading LP&L to treat the contract as repudiated and procure substitute goods at a higher cost. LP&L sued for breach of contract to recover the cost difference and expenses incurred in re-soliciting bids.
Issue:
Did Allegheny’s failure to provide assurance of performance constitute repudiation, making it liable for breach of contract?
Rule:
- UCC §2-609: A party may demand adequate assurance of performance if reasonable grounds for insecurity arise. Failure to provide assurance within 30 days constitutes repudiation.
- UCC §2-610: Upon repudiation, the non-breaching party may seek cover and recover damages.
- UCC §2-615: Commercial impracticability excuses performance if unforeseen events make it excessively burdensome.
- UCC §2-302: A contract or clause may be unenforceable if unconscionable.
Application:
- LP&L justifiably demanded assurance after Allegheny indicated an inability to perform under the agreed price.
- Allegheny’s failure to provide assurance within 30 days constituted repudiation.
- Allegheny’s claim of commercial impracticability failed because cost increases alone do not excuse performance unless the loss is extreme and unreasonable.
- The court rejected Allegheny’s unconscionability defense but left it open for further review.
- LP&L’s damages claim, including the reasonableness of its cover, remained to be resolved at trial.
Conclusion:
The court granted summary judgment for LP&L on liability, rejecting Allegheny’s defenses except for unconscionability, which required further examination. Damages were left for trial.
