## Facts

- Lewis River Golf, Inc., a sod and turf grower, purchased grass seed from O.M. Scott & Sons under an express warranty.
- Sod grown from the seed developed weeds, and Lewis claimed the seed breached the express warranty.
- Lewis lost commercial customers and was sued by dissatisfied buyers.
- Scott’s attempted remedies did not correct the weed problem.
- Lewis reduced production, destroyed turf grown from the seed, and later sold its sod business.
- Lewis sought UCC damages, including lost profits and consequential damages, alleging reputational harm and lost goodwill reduced the business’s sale price.

## Issues

1. Whether damage to business reputation or goodwill, resulting in reduced business value upon sale, is recoverable as consequential damages under RCW 62A.2-715(2)(a).
2. Whether Lewis’s expert testimony quantifying lost goodwill and reduced business value was inadmissibly speculative or unsupported.
3. Whether a damages-only retrial, after an appellate remand limited to damages, could include loss on the later sale of the business as part of recoverable damages.
4. Whether additional evidentiary issues raised by Scott were preserved for appellate review.

## Decision

- The Washington Supreme Court reversed the Court of Appeals and reinstated the jury’s award for loss tied to reduced sale price caused by lost goodwill.
- The court held that loss of goodwill and resulting diminution in business value can be recovered as consequential damages under RCW 62A.2-715(2)(a).
- The court held the expert’s valuation testimony was admissible and sufficiently supported by the record; objections went to weight, not admissibility.
- The court held the damages retrial did not violate the prior remand mandate because damages were retried and the challenged item fit within legally recoverable categories.
- The court declined to review certain additional claims due to inadequate preservation, including briefing deficiencies and lack of offers of proof.

## Legal Principles

- Consequential damages under RCW 62A.2-715(2)(a) include losses resulting from requirements and needs the seller had reason to know at contracting, including reputational injury causing lost goodwill and reduced business value.
- Damages must be proved with reasonable certainty primarily as to the fact of damage; uncertainty in the precise amount does not bar recovery once causation and loss are shown by a preponderance of the evidence.
- Loss of goodwill is not susceptible to mathematical precision and may be proven by the best definiteness the facts permit, including accountant or economist expert testimony based on business records and trial facts.
- Appellate courts may not reweigh contested evidence or reassess witness credibility when the record contains evidence sufficient to support the jury’s determination.
- Issues not properly assigned, briefed, or supported by an offer of proof may be rejected as unpreserved on appeal.

## Conclusion

The court recognized that reputational harm and lost goodwill reducing the value of a business can be recovered as consequential damages for breach of warranty under the UCC, upheld expert valuation testimony as a proper basis for the jury’s award, and enforced preservation rules limiting appellate review of inadequately presented evidentiary claims.


Lewis River Golf, Inc. v. O.M. Scott & Sons, 120 Wash. 2d 712, 845 P.2d 987 (1993)