## Facts

- Twin Lakes Partnership, a developer of a 228-unit apartment complex, contracted with Herbert Greenbaum and Associates, Inc. to supply and install carpet for a lump-sum price of about $87,600.
- The lump-sum price was derived from a per-yard figure and an estimate that the project would require 19,000–20,000 square yards of carpet.
- Before installation began, Twin Lakes canceled the contract.
- Greenbaum had already purchased carpet for the project and later resold it to another buyer.
- Greenbaum sued for breach of contract seeking expected profit on the canceled contract; the trial court (bench trial) awarded $19,407.20.
- The record did not establish the resale proceeds, and the trial court made no explicit finding whether Greenbaum was a lost-volume seller.

## Issues

1. Whether Article 2 of the Maryland UCC governed a contract involving both a sale of carpet (goods) and installation (services).
2. Whether Greenbaum’s yardage estimate was a material misrepresentation justifying rescission.
3. Whether documents reflecting prior dealings were admissible to add to or vary the written contract’s terms.
4. Whether Greenbaum could recover lost profits under UCC § 2-708(2), and whether resale proceeds had to be credited absent proof of lost-volume seller status and other damage elements.

## Decision

- The court held Article 2 applied because the transaction’s predominant purpose was the sale of goods, with installation incidental.
- The court rejected rescission, ruling the yardage figure was an estimate/opinion rather than a misrepresentation of existing fact.
- The court affirmed exclusion of extrinsic documents, finding the writing was intended as a complete and exclusive statement of the agreement and the proffered terms were additional or inconsistent.
- The court affirmed liability for breach but vacated the damages award and remanded for findings and proof supporting any § 2-708(2) recovery, including lost-volume status and resale proceeds.

## Legal Principles

- In mixed goods-services contracts, Article 2 applies when the predominant purpose is the sale of goods rather than the provision of services.
- An estimate or prediction about quantity is generally treated as opinion, not a representation of existing fact sufficient to support rescission for misrepresentation.
- When a written contract is integrated (intended as complete and exclusive), the parol evidence rule bars evidence of additional or inconsistent terms offered from prior dealings or collateral documents.
- UCC § 2-708(2) permits recovery of expected profits (including reasonable overhead) when the § 2-708(1) contract/market differential is inadequate to put the seller in the position performance would have produced.
- A seller seeking lost profits without credit for resale proceeds bears the burden to prove lost-volume seller status and all components of the damage calculation, including the amount received on resale.

## Conclusion

The appellate court applied UCC Article 2 to the carpet sale-and-installation contract, upheld the finding of breach, and rejected defenses based on misrepresentation and extrinsic evidence, but it vacated the lost-profit damages award and remanded for proof and findings necessary to calculate damages under UCC § 2-708(2), including whether the seller was a lost-volume seller and the amount of resale proceeds.


Snyder v. Herbert Greenbaum & Assocs., Inc., 380 A.2d 618 (Md. Ct. Spec. App. 1977)