Sales and Leases | 150
Example : A developer contracted to buy a portable batch plant (to produce concrete) from a
distributor. Shortly after the developer took delivery of the plant, the plant exhibited numerous defects that made it unusable. Nonetheless, the developer accepted the plant on the distributor’s assurances of prompt repair. The parties met and exchanged communications over the next several weeks, but the distributor never repaired the press. The developer finally resold the press for a fraction of the eventual cost to replace it. On similar facts, a federal district court found that the press was accepted on the reasonable assumption that the defects would be cured, and there was no seasonable cure. [ See Precision Aggregate Prods., LLC v. CMI Terex Corp. , No. CIV-06-1146-L, 2008 WL 183079 (W.D. Okla. Jan. 17, 2008).] c. Acceptance with or without Knowledge of Nonconformities For a buyer to revoke acceptance, having accepted the goods without knowledge of any nonconformities, the buyer must have been induced to accept the goods because either (1) the nonconformities were difficult to discover or (2) the seller made assurances that induced the acceptance. It seems that a nonconformity is difficult to discover if it cannot be discovered upon a reasonable inspection or investigation. Of course, the seller’s reasonable assurances will obviate the need for any inspection, investigation, or difficulty of discovery here. [ See U.C.C. § 2-608(1)(b) (1951); 2 Hawkland UCC Series § 2-608:1, Westlaw (database updated June 2021).] Examples : (1) An aviation company contracted to purchase an airplane from a manufacturer. When the manufacturer delivered the plane, the company accepted it. Later, during a routine inspection, the mechanic removed the windshield and discovered numerous cuts in the center pillar. When the company accepted the plane, neither the company nor the manufacturer knew of the cuts. Per the relevant government regulations, the cuts made it unlawful to fly the plane. Further, the only way to discover the cuts was to remove the windshield, which neither party had any reason to do before the routine inspection. Here, on similar circumstances, a federal court held that the company accepted the plane without knowledge of the cuts and that ignorance was due to the difficulty of discovering the cuts. [ See CB Aviation, LLC v. Hawker Beechcraft Corp. , No. 2:10–cv–1411–JD, 2011 WL 5386365 (E.D. Pa. Nov. 8, 2011).] (2) To satisfy federal standards, a headlight manufacturer had to perform regular testing of its headlights, measuring light intensity at 16 specified checkpoints along horizontal and vertical axes. After the manufacturer’s testing equipment broke down, it contracted to buy
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