## Facts

- Made-Rite Tool Co., Inc. (Made-Rite) contracted with Connecticut Investment Casting Corp. (Casting) for 1,600 barrel latches to be shipped by January 27, 1976.
- Casting shipped only 74 latches by the due date (shipped January 21, 1976).
- On January 28, 1976, Made-Rite telephoned Casting and stated that Casting had breached the contract because of late delivery, and that Made-Rite would try to obtain an extension on its separate project deadline.
- Casting delivered the balance of the latches in installments over the next several months: 228 on February 27, 623 on March 9, 629 on April 8, and 70 on May 14, 1976.
- Made-Rite claimed it needed the latches for a U.S. government contract; evidence conflicted on whether Casting knew of that contract and its deadlines.
- Made-Rite obtained several extensions from the government but failed to meet the final deadline of June 28, 1976, after which the government canceled the contract. Made-Rite claimed it lost the contract price, incurred administrative expenses, and was assessed a penalty.
- Made-Rite inspected the latches as they arrived. It returned some to Casting to be fixed and repaired others itself.
- Made-Rite did not pay Casting the contract price of $5,170.81 for the latches it received.
- Casting sued Made-Rite for the price of goods sold and delivered. Made-Rite counterclaimed for about $50,000 in damages for the lost government contract and related losses.
- The trial court found Casting breached the contract but found Made-Rite was not damaged by the breach; it entered judgment denying recovery to both parties. Casting appealed.

## Issues

1. Whether Made-Rite accepted the latches under UCC Article 2 by retaining them after an opportunity to inspect without giving timely, effective notice of rejection or revocation.
2. If Made-Rite accepted the latches, whether Casting was entitled to recover the contract price even though Casting delivered late.

## Decision

- The Supreme Judicial Court reversed the judgment insofar as it denied Casting recovery on its price claim and directed that Casting recover the full contract price for the latches.
- The court held that Made-Rite accepted the latches because, after inspection and receipt over time, it never gave a timely, clear rejection (or effective revocation) and acted inconsistently with rejection by keeping the goods and seeking repair.
- The court left in place the denial of Made-Rite’s counterclaim for consequential damages.

## Legal Principles

- Under UCC § 2-602, rejection must be made within a reasonable time after delivery or tender and is ineffective unless the buyer seasonably notifies the seller.
- Under UCC § 2-606, a buyer accepts goods by failing to make an effective rejection after a reasonable opportunity to inspect, or by acting in a way inconsistent with the seller’s ownership.
- A buyer’s statement that the seller has “breached,” without a timely and unambiguous rejection or revocation communicated to the seller, does not avoid acceptance.
- Once the buyer accepts, the buyer must pay at the contract rate for accepted goods, even if the buyer claims the seller’s performance was late; any damages claim must be proved separately and does not by itself eliminate the duty to pay the price for accepted goods.

## Conclusion

Because Made-Rite received the barrel latches in installments, inspected them, kept them, and dealt with nonconforming items through repair rather than timely rejection or revocation, it accepted the goods under the UCC and owed Casting the full contract price, while Made-Rite’s claimed project-related losses did not support its counterclaim on this record.


Connecticut Investment Casting Corp. v. Made-Rite Tool Co., 416 N.E.2d 966 (1981)