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b. Whether Goods Are Specially Manufactured The term specially manufactured generally means that the goods were specially produced for the specific buyer. Thus, if the goods are specially made in the ordinary course of the seller’s business but not for the particular buyer, then the goods might not be deemed to be specially manufactured. [2 Anderson U.C.C. § 2-201:315 (3d. ed.), Westlaw (database updated Dec. 2020).] Note : Of course, the seller need not directly manufacture or adapt the goods at all for the exception for specially manufactured goods to apply. It is enough if the seller engages a third party to do so; in that event, the seller will have made a commitment for the goods’ procurement. [2 Anderson U.C.C. § 2-201:316 (3d. ed.), Westlaw (database updated Dec. 2020).] c. Goods Not Resellable in the Ordinary Course of the Seller’s Business To say that goods are not resellable, to a party other than the buyer, in the ordinary course of the seller’s business generally means that the seller could not reasonably be expected to find a different buyer for the goods. This nonresellable requirement is normally satisfied if the goods are not of a kind in which the seller ordinarily deals. In this vein, if the seller would have to make substantial changes to the goods to sell them in the ordinary course of business, then the nonresellable requirement is satisfied. On the other hand, if the goods are a kind in which the seller customarily deals, then the nonresellable requirement will not be satisfied, even if the specific seller happens to be unable to find a buyer. However, the requirement is usually satisfied, even though the seller ordinarily deals in the relevant goods, if the seller custom-makes the goods for the buyer’s unique requirements. [ See 2 Anderson U.C.C. § 2-201:308 (3d. ed.), Westlaw (database updated Dec. 2020).] Examples : (1) A manufacturer’s business was to produce and sell ceiling components. A developer orally agreed to buy 5,000 of these ceiling components for a total price of $150,000. However, the developer’s peculiar project required that the manufacturer drill special punching and screw slots in the components. None of the manufacturer’s other buyers had ever requested such custom drilling. Indeed, the custom drilling virtually ensured that none of the manufacturer’s other buyers could use the components—except buyers with needs identical to the developer’s, which would be exceedingly rare, at best. Here, even without a writing, the contract between the manufacturer and the developer is likely enforceable (assuming the manufacturer has substantially begun producing the components). True, the manufacturer was in the business of selling these components. But the custom drilling for the developer, done to accommodate the developer’s unique project, made the
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