## Facts

- CIT purchased eleven tire presses from Condere in a 1993 sale-leaseback and leased them back, retaining title and the right to possession upon default.
- In 1997, Condere defaulted on lease payments and filed Chapter 11 bankruptcy in the Southern District of Mississippi.
- After default, CIT contracted to sell the eleven presses to Specialty, anticipating removal from Condere’s Mississippi plant and delivery to Specialty.
- Condere refused to permit removal of the presses and asserted a right to retain them, making the presses’ status and disposition subject to bankruptcy-court resolution.
- Because of the bankruptcy proceeding, the timing and outcome of any ruling affecting possession of the presses was uncertain and outside CIT’s control.
- Specialty sued CIT for breach of contract based on nondelivery; CIT asserted impossibility/commercial impracticability as a defense and filed third-party claims against Condere.

## Issues

1. Whether CIT’s failure to deliver the presses was excused under Pennsylvania law and U.C.C. § 2-615 by impossibility or commercial impracticability when a third-party Chapter 11 debtor refused release and bankruptcy constraints prevented self-help repossession.
2. Whether, given those circumstances, Specialty could establish breach of contract as a matter of law.

## Decision

- The court granted CIT’s motion for summary judgment.
- The court held that CIT’s performance was excused by impossibility or commercial impracticability.
- Specialty’s breach-of-contract claim failed as a matter of law.
- Specialty’s motion for partial summary judgment and CIT’s alternative motion to lift the stay in the third-party action were denied as moot.

## Legal Principles

- A party’s nonperformance may be excused when a supervening event, not caused by the promisor and not reasonably within its control, renders performance impossible or commercially impracticable.
- Under U.C.C. § 2-615, delay or nondelivery is not a breach when performance is made impracticable by the occurrence of a contingency whose nonoccurrence was a basic assumption of the contract.
- When goods are effectively inaccessible due to a third party’s wrongful refusal and bankruptcy-law constraints (including court control over disposition and timing), the seller may be excused from delivery obligations where the seller cannot commercially reasonably cure the barrier without legal risk.

## Conclusion

The court entered judgment for the seller, concluding that a third-party debtor’s refusal to release the goods and the uncontrollable uncertainty and delay of bankruptcy-court resolution made delivery impossible or commercially impracticable, defeating the buyer’s breach-of-contract claim.


Specialty Tires of Am., Inc. v. CIT Grp./Equip. Fin., Inc., 82 F. Supp. 2d 434 (W.D. Pa. 2000)