Plateq Corp. of North Haven v. Machlett Laboratories, Inc.

Facts

On July 9, 1976, Defendant ordered two lead-covered steel tanks to be constructed by Plaintiff according to Defendant’s specifications. The parties understood the tanks were to be designed for the purpose of testing x-ray tubes and needed to be radiation-proof within certain federal standards. Plaintiff encountered difficulties in manufacturing the tanks on schedule but Defendant took no more action other than to call certain deficiencies to Plaintiff’s attention. On October 11, 1976, Defendant’s engineer examined the tanks and noted more deficiencies which Plaintiff assured him would be remedied the next day. The engineer led Plaintiff to believe that Defendant’s request for more time was acceptable and intimated that Defendant would pick up the tanks, as well as stands designed to place them on, within a day or two. Instead of picking up the tanks, Defendant sent a notice of total cancellation which Plaintiff received on October 14, 1976. Plaintiff sued Defendant for breach of contract for attempting to cancel the transaction. Defendant contended that it had never accepted the tanks under U.C.C. § 2-606, despite representations made by Defendant’s engineer that Plaintiff’s steel tanks would be acceptable despite apparent nonconformities. In the alternative, Defendant argued that it had effectively revoked its acceptance under U.C.C. § 2-608.