S.J. Groves _ Sons Co. v. Warner Co by aiowmnyv

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									S.J. Groves & Sons Co. v. Warner Co., 576 F.2d 524, 1978 Issue Reasoning
Installment K: o Goods delivered in separate lots to be separately accepted. o Where there is non-conformity with respect to one or more installments which substantially impairs the value of the whole contract, there is a breach of the whole.


UCC § 2-715: a buyer can recover consequential damages he could not reasonably prevent by cover or otherwise. UCC § 2-712(1): Cover o after a breach, the buyer may cover by making in good faith and without unreasonable delay any reasonable purchase of or K to purchase goods in substitution for those due from the seller. Attempt to cover is not absolute – it is subject to the circumstances. o The test of proper cover is o whether at the time and place o the buyer acted in good faith and in a reasonable manner, o It is immaterial that hindsight may later prove that the method of cover used is not the cheapest or most effective. Duty to show that damages could’ve been avoided is on Δ.

Groves, a subcontractor on a Bridge project, contracted with Warner to provide ready –mixed concrete. Warner, and despite its many assurances that it will improve, frequently failed to make deliveries in compliance with Grove’s instructions causing Groves extensive losses and overtime labor expenses. Groves considered securing other sources as early as 1971 but found no alternatives. Another supplier, Trap Rock, and which Warner had previously used, was not certified until July 12, 1972. The K between Groves and Warner contained a noclaim-for-delay clause. <proc>

This is an installment K governed by UCC. o A breach that substantially impaired the whole occurred on July 12, 1972. Buyer must attempt to cover when Seller breaches. The cover rules if the general duty to mitigate damages The court gave 6 courses of action that Groves could’ve taken. It found that 3 of them practical but all had drawbacks. DC’s alternative of “supplemental supplier” had several difficulties: o Not likely to cure Warner’s deliveries o Having 2 suppliers acting separately might cause problems o Trap received raw material from Warner a. Groves suspect Warner of not cooperating. The alternative imposed by the court on Groves was available to Warner as well. o Warner may not assert Groves’ lack of mitigation.

The person whose wrong forced the choice can not complain that one rather than the other was chosen. There are situations in which continuing with the performance of an unsatisfactory contractor will avoid losses which might be experienced by engaging others to complete the project. Where both a П and a Δ have equal opportunity to reduce the damages by the same act and it is equally reasonable to expect the defendant to minimize damages, the defendant is in no position to contend that the plaintiff failed to mitigate.

Held Proc

Court erred in imposing on Groves a duty to engage Trap Rock. Remand to assess damages pre- and post-July 12, 1972. DC found that Warner acted in bad faith and deliberately overcommitted, stripped the K of the no-claim-for-delay clause, and awarded damages to Groves. o But the court found that Warner had an obligation to utilize Trap Rock as a supplemental supplier as soon as it became certified in order to mitigate any more delay damages. o So, it awarded damages of $12,534 (overtime paid until July 12, 1972).

Helfend v. Southern California Rapid Transit District, 465 P.2d 61, 1970 Issue Reasoning
Held Proc П argues Δ argues





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