## Facts

- U.S. Nonwovens Corporation (Nonwovens) contracted with Pack Line Corporation and Nuspark Engineering, Inc. (Nuspark) to purchase a custom automatic filling and sealing machine (the “Auto Tubber”) for Nonwovens’s facility.
- The transaction included installation of the Auto Tubber at Nonwovens’s plant; Nuspark’s work included supplying the conveyor component and performing installation/commissioning services.
- The Auto Tubber was delivered to Nonwovens in December 2009, and installation was completed in August 2010.
- Nonwovens alleged that when installation was completed and the machine was tested, it was defective and unsatisfactorily manufactured.
- Nonwovens alleged it complained about the defects to both Pack Line and Nuspark immediately and made repeated complaints about the machine’s condition.
- On May 21, 2014, Nonwovens sued Pack Line and Nuspark in New York Supreme Court, Suffolk County, asserting New York-law causes of action for breach of contract, breach of express and implied warranties, and unjust enrichment (among other related theories).
- Nonwovens did not plead claims expressly under the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- Nuspark moved to dismiss the complaint as against it under CPLR 3211, arguing: (a) the CISG governed and displaced Nonwovens’s New York-law claims, (b) the CISG barred relief because Nonwovens did not plead adequate pre-suit notice of nonconformity, and (c) the contract claims were time-barred because the limitations period began at delivery in December 2009.
- In opposing dismissal, Nonwovens conceded the CISG applied to its contract with Nuspark but argued its factual pleading was sufficient to state a viable claim under the CISG and that any limitations period should run, at the earliest, from completion of installation in August 2010.

## Issues

1. Whether the CISG governed the Nonwovens–Nuspark transaction and displaced inconsistent New York contract and warranty law, and whether pleading state-law labels required dismissal at the motion-to-dismiss stage.
2. Whether Nonwovens’s allegations that it complained immediately and repeatedly about defects sufficiently pleaded timely notice of lack of conformity under CISG article 39(1).
3. Whether the claims against Nuspark were time-barred on the face of the pleadings, including whether accrual could depend on completion of installation/commissioning rather than initial delivery.

## Decision

- The court denied Nuspark’s CPLR 3211 motion to dismiss in its entirety.
- The court accepted that the CISG applied to the international sale component of the Nonwovens–Nuspark relationship and displaced inconsistent state sales law, but it did not dismiss merely because the complaint was pleaded in New York/UCC terms.
- Treating the pleading liberally and crediting the alleged facts, the court held the complaint adequately alleged that Nonwovens gave notice of the asserted defects within a reasonable time, based on allegations that Nonwovens complained “immediately” and made “numerous” complaints to Nuspark.
- The court declined to dismiss on limitations grounds because, given the alleged delivery-to-installation timeline and installation obligations, timeliness could not be decided as a matter of law from the pleadings alone.

## Legal Principles

- The CISG governs contracts for the international sale of goods between parties located in different CISG Contracting States unless the parties effectively exclude it, and it displaces inconsistent domestic sales rules.
- On a CPLR 3211 motion, New York courts construe pleadings liberally and focus on whether the alleged facts fit a viable claim under the governing law; mislabeling claims under state law does not automatically require dismissal when the CISG supplies the controlling rules.
- CISG article 39(1) requires the buyer to notify the seller of a lack of conformity within a reasonable time after the buyer discovered or ought to have discovered it; allegations of immediate and repeated complaints may be enough at the pleading stage.
- Where a contract includes delivery plus installation/commissioning of equipment, accrual and limitations questions may turn on when performance was completed and when defects were discoverable; if that cannot be determined from the complaint alone, dismissal on limitations grounds is improper.

## Conclusion

The New York Supreme Court (Suffolk County) denied Nuspark’s motion to dismiss, holding that the CISG governed the international sales aspects of the transaction but did not require dismissal based solely on state-law pleading labels, that the complaint’s allegations of immediate and repeated complaints sufficiently pleaded CISG notice for pleading purposes, and that the record at the pleading stage did not permit dismissal as time-barred where installation/commissioning obligations could affect accrual.


U.S. Nonwovens Corp. v. Pack Line Corp., 4 N.Y.S.3d 868 (2015)