## Facts

- The federal government awarded Baldwin Technologies, Inc. (BTI) a contract to furnish and install a rotary uninterruptible power supply (RUPS) system at a federal facility in Boulder, Colorado.
- BTI subcontracted with SatCon Power Systems (SatCon) for the RUPS system; SatCon purchased transformers and core reactors from Niagara Transformer Corporation (Niagara), a New York manufacturer.
- After installation, the system experienced failures, and BTI incurred costs associated with repair and replacement.
- Niagara claimed it delivered the ordered goods and was not fully paid; it sued BTI to recover unpaid amounts tied to the transformers and reactors supplied for the project.
- BTI asserted defenses and counterclaims, alleging Niagara’s goods were defective and caused consequential losses; BTI sought to offset or recover its costs.
- Niagara moved for summary judgment on its claim for payment and against BTI’s counterclaims.

## Issues

1. Which state’s substantive law governed the sales dispute, and whether any differences between potentially applicable UCC provisions affected the outcome.
2. Whether Niagara established entitlement to the unpaid contract price under UCC Article 2 based on delivery, acceptance, and nonpayment.
3. Whether BTI produced sufficient admissible evidence of nonconformity, causation, and damages to defeat summary judgment and support its counterclaims and defenses.
4. Whether, under amended Rule 56, the court could consider Niagara’s documentary exhibits despite the absence of authenticating affidavits or declarations when BTI did not raise a proper objection.

## Decision

- The court granted Niagara’s motion for summary judgment in full.
- The court entered judgment for Niagara on its claim for the unpaid contract price.
- The court dismissed BTI’s counterclaims and rejected BTI’s defenses premised on alleged defects and consequential damages.
- The court considered Niagara’s supporting documents at summary judgment because BTI did not properly object under Rule 56(c)(2) or show the materials could not be presented in admissible form at trial.

## Legal Principles

- Under Federal Rule of Civil Procedure 56 (as amended in 2010), materials submitted at summary judgment need not be presented in authenticated form at filing if they can be presented in admissible form at trial; the opponent must raise a proper Rule 56(c)(2) objection to contest admissibility.
- In a multi-state sale-of-goods dispute, the forum applies its choice-of-law rules; where the potentially applicable UCC provisions do not materially differ on the relevant points, the choice may not affect disposition.
- Under UCC Article 2, a seller may recover the price of goods accepted when the buyer fails to pay, and the seller shows delivery, acceptance, and an unpaid balance.
- To avoid liability for the price after acceptance, the buyer must present specific, admissible evidence supporting rejection or revocation, or otherwise prove nonconformity and legally recoverable damages.
- Conclusory assertions that equipment failed, without competent technical proof linking the failure to a product defect and showing causation and damages, are insufficient to create a genuine dispute of material fact.

## Conclusion

The court held that Niagara proved delivery, acceptance, and nonpayment sufficient to recover the contract price under UCC principles, and that BTI’s unsupported allegations of defect and loss failed to create a triable issue; summary judgment was entered for Niagara and BTI’s counterclaims were dismissed.


Niagara Transformer Corp. v. Baldwin Techs., Inc., No. DKC-11-3415, 2013 WL 2919705 (D. Md. June 12, 2013)