## Facts

- Wilk Paving, Inc., a paving contractor, bought an asphalt roller from Southworth-Milton, Inc. on October 10, 1989.
- Wilk’s purchase was influenced by seller-provided representations that the roller was versatile, reliable, well-suited to Wilk’s work, and easy to maintain.
- The written contract provided a one-year repair-and-replacement warranty for defective parts and disclaimed all other warranties.
- The roller developed recurring mechanical and electrical problems soon after purchase, including oil leaks from multiple components and failures in the electrical and starter systems.
- Southworth-Milton repeatedly attempted repairs and gave assurances, but defects persisted and affected operability and reliability.
- The roller’s problems caused operational difficulties, including challenges loading it for transport; one oil-leak incident damaged fresh pavement, requiring Wilk to replace the affected surface.
- In September 1990, Wilk notified Southworth-Milton that it no longer wanted the roller and offered to return it for a refund of the purchase price minus a reasonable rental charge.
- Wilk stopped using the roller by November 1990 and left it parked; it continued leaking oil years later.

## Issues

1. Whether the roller’s nonconformities substantially impaired its value to Wilk such that Wilk effectively revoked acceptance under UCC § 2-608 (as enacted in Vermont) and could recover the price under UCC § 2-711.
2. Whether Wilk’s continued possession and limited use of the roller after communicating revocation was unreasonable or inconsistent with revocation so as to bar the remedy.

## Decision

- The Vermont Supreme Court affirmed the judgment for Wilk.
- The court held there was sufficient evidence that persistent defects, despite repair efforts, substantially impaired the roller’s value to Wilk, supporting revocation of acceptance.
- The court rejected the argument that Wilk failed to provide a reasonable opportunity to cure, concluding Wilk reasonably relied on repair attempts and assurances and did not unreasonably delay revocation.
- The court held that Wilk’s post-revocation possession and limited use, given practical business constraints and Wilk’s cessation of use shortly thereafter, did not invalidate revocation.
- The remedy of refund of the purchase price was affirmed.

## Legal Principles

- A buyer may revoke acceptance under UCC § 2-608 when a nonconformity substantially impairs the value of goods to that buyer, and revocation is made within a reasonable time after discovery and with notice to the seller.
- A buyer’s reasonable reliance on the seller’s repair efforts and assurances may justify delaying revocation without waiving the revocation right.
- Post-revocation use of nonconforming goods does not automatically bar revocation; the controlling inquiry is whether the use is reasonable under the circumstances and consistent with an intent to revoke rather than affirm the contract.
- Upon rightful revocation, the buyer has rights comparable to rejection, including recovery of the price paid under UCC § 2-711.

## Conclusion

The court upheld Wilk’s revocation of acceptance because repeated defects and unsuccessful repairs substantially impaired the roller’s value, and Wilk’s limited post-revocation use and continued possession were reasonable and did not defeat the UCC remedy of recovering the purchase price.


Wilk Paving, Inc. v. Southworth-Milton, Inc., 649 A.2d 778 (Vt. 1994)