Facts
- A retail customer ordered a custom-cut glass tabletop for an antique table and provided a paper pattern to be used for fabrication.
- The parties agreed to a 3/8-inch glass top “as per pattern” for $684.33, with a $100 deposit and the balance due on pickup.
- The customer signed a written proposal accepting the prices, specifications, and conditions and authorizing the seller to perform.
- The proposal included a conspicuous no-cancellation term stating all orders were final sale and included an express waiver of any right to cancel.
- The seller began production immediately and cut the glass to the customer’s unusual pattern and dimensions.
- Two days later, the customer attempted to cancel and then refused to pick up or pay for the tabletop.
- The seller retained the custom-cut glass and sued for damages under UCC Article 2, contending the goods were specially manufactured and not readily resellable.
Issues
- Whether the glass tabletop was “specially manufactured goods” not suitable for sale to others in the ordinary course of business, permitting enforcement and seller remedies under UCC Article 2.
- Whether the buyer could cancel an in-store custom-goods order after contracting, despite a conspicuous no-cancellation clause and express written waiver.
- What seller’s remedy and damages measure applies when a buyer repudiates custom goods that are difficult to resell, and whether the seller must prove additional resale efforts to mitigate.
Decision
- The court entered judgment for the seller after a bench trial.
- The court found the tabletop was specially manufactured to the buyer’s pattern and was not readily suitable for ordinary-course resale.
- The court held the buyer had no right to cancel after agreeing to a clear no-cancellation, final-sale term and waiving cancellation in writing.
- The court awarded UCC damages for buyer’s wrongful repudiation/non-acceptance of specially manufactured goods, calculated under the UCC’s seller-remedy provisions.
Legal Principles
- Custom goods made to a buyer’s particular specifications, and not suitable for sale to others in the seller’s ordinary course of business, qualify as specially manufactured goods under UCC Article 2.
- A conspicuous no-cancellation clause in a written sales agreement for custom goods, including an express waiver of cancellation, is enforceable absent an applicable statutory rescission right.
- Generalized consumer “cooling-off” concepts do not override a written final-sale term for an in-store custom order when no specific rescission statute applies.
- When repudiated goods are uniquely tailored and not readily resellable, the seller may recover UCC contract-based damages without being required to pursue speculative or impracticable resale efforts.
Conclusion
The court enforced the parties’ written final-sale, no-cancellation agreement and held the buyer liable under UCC Article 2 for repudiating a custom-cut glass tabletop that was not suitable for ordinary-course resale, awarding the seller damages under the UCC’s seller-remedy framework.