## Facts

- Machlett contracted with Plateq to build two lead-covered steel tanks to Machlett’s specifications for x-ray tube testing, requiring radiation-proof performance within federal standards.
- The parties agreed the tanks would be tested for radiation leaks after installation at Machlett’s premises, and Plateq would correct any deficiencies revealed by that testing at its own cost.
- The contract was amended to include two metal stands; delivery was to occur via pickup at Plateq’s facility.
- Plateq experienced delays and performance difficulties; Machlett conducted multiple inspections in September and early October 1976 and communicated deficiencies during those inspections.
- By October 11, 1976, Plateq had substantially completed the tanks; Machlett’s engineer inspected them, identified minor remaining items, and arranged for a Machlett truck to pick up the goods the next day.
- No truck arrived. On October 14, 1976, Machlett sent a telegram giving notice of “total cancellation” without stating reasons.
- Plateq claimed the goods were specially manufactured and not readily resaleable and sued for the contract price and incidental damages; Machlett counterclaimed.
- The trial court found for Plateq, concluding Machlett accepted the goods and wrongfully canceled/revoked, and awarded $14,837.92 (contract price minus salvage value, plus interest).
- Machlett appealed, disputing acceptance and the seller’s entitlement to recover the price.

## Issues

1. Whether Machlett accepted the goods under Conn. Gen. Stat. § 42a-2-606 (UCC § 2-606) before attempting to cancel the contract.
2. Whether Machlett’s cancellation telegram constituted an effective rejection or a valid revocation of acceptance under the UCC.
3. Whether Plateq could recover the contract price under Conn. Gen. Stat. § 42a-2-709 (UCC § 2-709) for specially manufactured goods not readily resaleable.

## Decision

- The Connecticut Supreme Court affirmed the judgment for Plateq.
- The court held Machlett accepted the goods by October 11, 1976, after a reasonable opportunity to inspect, by signifying willingness to take them despite minor defects.
- The court held the October 14 “total cancellation” was a wrongful and ineffective rejection and did not effect a valid revocation of acceptance.
- The court held Plateq was entitled to recover the price (less salvage value, plus interest) because the goods were specially manufactured and not readily resaleable.

## Legal Principles

- A buyer accepts goods when, after a reasonable opportunity to inspect, it signifies it will take or retain them despite nonconformity, or when it fails to make an effective rejection. Conn. Gen. Stat. § 42a-2-606.
- Buyer conduct can constitute acceptance; arranging pickup after inspection may evidence assent to take goods notwithstanding minor, correctable defects.
- A rejection must be seasonable and provide notice sufficient to inform the seller; a bare “cancellation” without stated defects may be ineffective as rejection.
- Revocation of acceptance requires nonconformity that substantially impairs the value of the goods to the buyer; minor, correctable defects do not satisfy that standard. Conn. Gen. Stat. § 42a-2-608.
- When goods are specially manufactured and not readily resaleable, and the buyer has accepted but fails to pay, the seller may recover the contract price (with appropriate credits such as salvage value). Conn. Gen. Stat. § 42a-2-709.
- Appellate review defers to trial-level factual findings unless clearly erroneous; those findings may control the acceptance and remedy analysis.

## Conclusion

The court held that Machlett’s post-inspection conduct amounted to acceptance under the UCC and that its later unexplained cancellation was ineffective; because the goods were specially manufactured and not readily resaleable, Plateq could recover the contract price less salvage value, plus interest.


Plateq Corp. of N. Haven v. Machlett Labs., Inc., 189 Conn. 433, 456 A.2d 786 (1983)