## Facts

- Hans J. Kaspersetz signed a conditional sales agreement with Clarks Landing Marina, Inc. (Clarks) at the Atlantic City Boat Show in February 2004 to purchase a special-order Luhrs fishing boat with twin Yanmar motors for approximately $386,500.
- Kaspersetz paid a $2,000 deposit to secure a production slot and later paid a nonrefundable $15,000 deposit required for special-order boats.
- The boat arrived at Clarks in September 2004. Before it left the Luhrs facility, a crack in the bell housing was discovered and repaired by Yanmar; Clarks was not told about the crack or repair at the time.
- Before accepting delivery, Kaspersetz hired a marine surveyor who identified 41 deficiencies, most of which were cosmetic. Clarks agreed to correct the deficiencies.
- Because the boat arrived late in the boating season, Kaspersetz advised Clarks that he would not take delivery until the following year.
- At the closing, Kaspersetz signed documents acknowledging that any limited warranties were provided by the manufacturers, not Clarks. The sales paperwork disclaimed warranties by Clarks and stated that warranties, if any, were extended solely by the manufacturers.
- The manufacturers’ limited warranties restricted remedies to repair or replacement of defective parts.
- When Kaspersetz first attempted to use the boat, an engine failed. Yanmar replaced the engine.
- On a later outing, the engine overheated. Yanmar performed repairs to address the problem.
- Kaspersetz notified Clarks that he no longer wanted the boat and filed suit asserting claims including breach of contract, breach of express and implied warranties, and rescission (and other related claims).
- Kaspersetz’s expert opined that the overheating incidents might have caused internal engine damage, but Kaspersetz refused to permit the engine to be dismantled for inspection. The expert also characterized the remaining punch-list items as annoyances rather than serious issues.
- The trial court granted summary judgment to Clarks on Kaspersetz’s claims against it and denied Kaspersetz’s motion for reconsideration. Kaspersetz appealed.

## Issues

1. Whether the sales documents effectively disclaimed Clarks’s warranties and allocated warranty obligations to the manufacturers, barring Kaspersetz’s express and implied warranty claims against Clarks.
2. Whether the manufacturers’ limitation of remedies to repair or replacement failed of its essential purpose, allowing broader UCC remedies against Clarks.
3. Whether the defects and repair history created a genuine dispute that the boat’s nonconformities substantially impaired its value, supporting revocation of acceptance or rescission as to Clarks.
4. Whether the trial court erred in granting summary judgment to Clarks and in denying reconsideration.

## Decision

- The Appellate Division affirmed the order granting summary judgment to Clarks and affirmed the order denying reconsideration.
- The court enforced the contract terms disclaiming warranties by Clarks and stating that any limited warranties were solely those of the manufacturers.
- The record did not show that the repair-or-replacement remedy failed of its essential purpose, where Yanmar replaced a failed engine and later performed repairs after an overheating event.
- Kaspersetz did not present non-speculative evidence of serious, continuing mechanical damage that could support revocation or rescission against Clarks, particularly where his own expert could not confirm internal damage without an inspection Kaspersetz declined to authorize.
- The denial of reconsideration was upheld because the motion did not show that the trial court overlooked controlling law or material facts.

## Legal Principles

- Under UCC Article 2, a seller may disclaim implied warranties and limit or exclude warranty liability if the disclaimer is clear and part of the parties’ agreement.
- Parties may allocate warranty responsibility to manufacturers through contract terms stating that warranties are provided solely by the manufacturers and not by the dealer.
- A contractual limitation of remedy to repair or replacement is generally enforceable unless the buyer proves the limited remedy failed of its essential purpose (for example, refusal to repair, unreasonable delay, or repeated unsuccessful repairs).
- Revocation of acceptance requires proof of a nonconformity that substantially impairs the value of the goods to the buyer; cosmetic items or minor defects described as annoyances ordinarily will not meet that standard.
- A buyer’s claim of serious internal damage cannot rest on conjecture; where proof depends on inspection, refusal to permit that inspection can leave the buyer without evidence sufficient to reach a jury.
- Summary judgment is proper when the record shows no genuine dispute of material fact and the moving party is entitled to judgment as a matter of law; reconsideration is properly denied when the movant does not identify overlooked law or facts.

## Conclusion

The Appellate Division affirmed judgment for Clarks because the sales documents disclaimed dealer warranties and routed warranty remedies to the manufacturers, the repair-or-replacement remedy was provided through engine replacement and repairs, and Kaspersetz lacked competent proof that the boat’s condition substantially impaired its value or justified revocation or rescission against the dealer.


Kaspersetz v. Clarks Landing Marina, Inc., 9 UCC Rep. Serv. 2d 276 (2009)