## Facts

- Robert Heller purchased a new Suzuki motorcycle from a retail dealer on April 21, 1979.
- The motorcycle moved through a commercial chain: manufacturer (U.S. Suzuki Motor Corp.) to distributor, distributor to retailer (March 30, 1978), then retailer to Heller.
- On July 7, 1979, Heller was injured in a motorcycle accident allegedly caused by defects in the motorcycle.
- On February 15, 1983, Heller sued the manufacturer and retailer asserting breach of express and implied warranty claims under the UCC.
- Defendants asserted the four-year statute of limitations for breach of warranty under UCC § 2-725, contending accrual occurred upon the manufacturer’s upstream delivery, more than four years before suit.
- Heller argued the limitations period should run from the retail sale to him because he sued as a third-party beneficiary of warranties under UCC § 2-318 and because he was the end consumer.

## Issues

1. In a breach-of-warranty action by a retail purchaser against a remote manufacturer, does accrual under UCC § 2-725 run from the manufacturer’s tender of delivery to its immediate buyer or from the later retail sale to the consumer?
2. Does UCC § 2-318’s elimination of privity for certain warranty plaintiffs alter the accrual rule in UCC § 2-725?
3. May accrual for warranty claims be tied to the date of injury or defect manifestation rather than tender of delivery?

## Decision

- The Court of Appeals held that under UCC § 2-725(2), a breach-of-warranty claim accrues when tender of delivery is made by the seller against whom the claim is asserted.
- For a remote manufacturer, the relevant tender is the manufacturer’s delivery into the distribution chain to its immediate purchaser, not the consumer’s later purchase.
- UCC § 2-318 expands who may sue on warranties but does not change when the statute of limitations begins to run under UCC § 2-725.
- The court affirmed dismissal of Heller’s warranty claims against the manufacturer as time-barred because suit was filed more than four years after the manufacturer’s tender of delivery.

## Legal Principles

- UCC § 2-725 provides a four-year limitations period for breach of warranty that accrues when the breach occurs, and the breach occurs upon tender of delivery, regardless of the plaintiff’s lack of knowledge.
- In a warranty suit against a particular defendant seller, the accrual date is that defendant’s tender of delivery to its own buyer, even if the plaintiff is a downstream purchaser.
- UCC § 2-318 addresses warranty beneficiaries and privity; it does not modify UCC § 2-725’s accrual rule.
- Warranty claims remain governed by contract-based limitations rules even when the damages alleged include personal injury; accrual is not postponed to the injury date absent a statutory exception.

## Conclusion

The court ruled that a retail purchaser suing a remote manufacturer for breach of warranty must file within four years of the manufacturer’s tender of delivery into the commercial chain, and that expanded standing under UCC § 2-318 does not shift accrual to the consumer’s purchase or injury date.


Heller v. U.S. Suzuki Motor Corp., 64 N.Y.2d 407, 477 N.E.2d 434 (N.Y. 1985)