## Facts

- Leonard B. Wells, a stonemason, bought a new 1982 four-wheel-drive Toyota truck from Bud Young Toyota, Inc. for business use.
- Wells financed the purchase through a retail installment contract that the dealer promptly assigned to City National Bank of Charleston.
- The truck had a limited manufacturer warranty; shortly after delivery, it developed recurring engine problems (misfiring, heavy blue smoke, low power, high oil consumption).
- Wells repeatedly returned the truck for warranty repairs, but the problems persisted and were not cured.
- Wells stopped using the truck and ceased making payments after the vehicle remained unreliable for his business needs.
- The Bank sued Wells for default; Wells asserted breach-of-warranty claims and brought third-party claims against the dealer, distributor, and manufacturer seeking damages, including business losses tied to an impaired credit rating after the default was reported to a credit bureau.
- The Bank later acknowledged Wells had effectively revoked acceptance under W. Va. Code § 46-2-608 and settled; the case proceeded primarily on Wells’s claims against the dealer.
- A jury awarded Wells $10,333, and the circuit court entered judgment on the verdict.

## Issues

1. Whether Wells could revoke acceptance/cancel the sale under W. Va. Code § 46-2-608 based on substantial impairment and failure to cure.
2. Whether impairment of Wells’s credit rating and related business losses were recoverable consequential damages against the dealer under W. Va. Code § 46-2-715.
3. Whether the $10,333 verdict was excessive.
4. Whether the dealer was entitled to indemnity from the manufacturer and distributor.
5. Whether Wells was entitled to prejudgment interest and attorney’s fees.

## Decision

- The Supreme Court of Appeals affirmed the judgment on liability and damages, including submission of credit-impairment-related losses to the jury.
- The court held the evidence supported revocation of acceptance because the defects substantially impaired the truck’s value to Wells and the dealer failed to cure after reasonable repair opportunities.
- The court rejected the dealer’s claim that the verdict was excessive, finding sufficient evidentiary support.
- The court denied the dealer’s indemnity claim against the manufacturer and distributor on the record presented.
- On cross-assignment of error, the court remanded solely for an award of attorney’s fees to Wells; it otherwise left the trial court’s treatment of prejudgment interest undisturbed.

## Legal Principles

- A buyer may revoke acceptance of goods under W. Va. Code § 46-2-608 when a nonconformity substantially impairs the goods’ value to the buyer and statutory notice and timing requirements are satisfied, including providing a reasonable opportunity to cure.
- Consequential damages under W. Va. Code § 46-2-715 include losses resulting from the buyer’s particular requirements and needs that the seller had reason to know at contracting, when the losses are proximately caused by the breach and not reasonably preventable.
- In a transaction where the seller arranges purchase financing and assigns the contract, losses tied to credit impairment from a default may be treated as foreseeable consequential damages when the default flows from the seller’s breach and failure to cure.
- A jury’s damage award will not be set aside as excessive absent a clear lack of evidentiary support or a plainly unreasonable result.
- Indemnity requires an established legal or contractual basis; a seller with direct obligations to the buyer is not entitled to shift liability to manufacturer/distributor without sufficient proof of such a basis.
- Attorney’s fees may be awarded where required to make statutory or warranty relief effective; denial of fees may be reversible error depending on the governing fee-shifting standards applied to the claims.

## Conclusion

The court upheld the jury’s findings that Wells properly revoked acceptance of a defective business-use truck and could recover foreseeable consequential damages, including business losses associated with impaired credit, while rejecting the dealer’s excessiveness and indemnity challenges; the only relief granted on appeal was a remand to determine and award attorney’s fees to Wells.


City Nat'l Bank of Charleston v. Wells, 181 W. Va. 763, 384 S.E.2d 374 (1989)