## Facts

- Moulton Cavity & Mold, Inc. (seller) and Lyn-Flex Industries, Inc. (buyer) formed an oral contract for Moulton to manufacture and Lyn-Flex to purchase 26 innersole molds.
- The agreed price was $600 per mold, and Lyn-Flex emphasized an urgent need for molds producing saleable innersoles.
- Moulton estimated completion in about five weeks; Lyn-Flex’s president testified Moulton promised initial molds within three weeks and the full order by five weeks.
- Consistent with industry practice, Moulton built a sample mold and conducted repeated on-site tests at Lyn-Flex’s plant to attempt to meet specifications.
- After about 30 tests over roughly ten weeks, the molds still did not conform, including “flashing” (plastic seepage along the seam where mold halves meet).
- Lyn-Flex visited Moulton’s plant, concluded the molds were not properly designed, and presented evidence that Moulton’s personnel did not intend further modifications to meet the original specifications.
- Lyn-Flex obtained conforming molds from another company at $650 per mold.
- Moulton billed Lyn-Flex for molds it produced; Lyn-Flex refused to pay. Moulton sued for recovery on the contract, and Lyn-Flex counterclaimed for added costs incurred to obtain conforming molds elsewhere.

## Issues

1. In a UCC Article 2 contract for the sale of goods, did the trial court err by instructing the jury on the common-law doctrine of substantial performance rather than the UCC’s conformity and remedy provisions?
2. If the instruction was erroneous, was Lyn-Flex nonetheless entitled to judgment as a matter of law based on the evidence?

## Decision

- The Maine Supreme Judicial Court held it was reversible error to instruct the jury that substantial performance applied to an Article 2 sale-of-goods contract.
- The court rejected Lyn-Flex’s request for judgment as a matter of law because disputed factual questions remained material under the UCC.
- The court sustained the appeal, vacated the judgment for Moulton, and remanded for a new trial under correct UCC-based instructions.

## Legal Principles

- Article 2 governs sales of goods and supplies the controlling standards and remedies for nonconforming tender, including the buyer’s rights on improper delivery, rejection, acceptance, revocation, cover, and the seller’s right to cure.
- The UCC’s “perfect tender” approach to conformity cannot be displaced by a general substantial-performance instruction that would require acceptance and payment despite nonconformity.
- Where evidence permits differing conclusions on UCC-relevant facts (e.g., agreed delivery time, degree of nonconformity, buyer’s conduct during testing, and communications about further modifications), judgment as a matter of law is improper, and the matter should be retried under correct legal standards.

## Conclusion

The court ordered a new trial because applying substantial performance in a UCC Article 2 sale-of-goods case misstates the governing law, but it declined to rule for the buyer outright given disputed facts bearing on conformity and remedies under the UCC.


Moulton Cavity & Mold, Inc. v. Lyn-Flex Indus., Inc., 396 A.2d 1024 (Me. 1979)