[SOLVED] All the Way Towing, LLC v. Bucks

All the Way Towing, LLC v. Bucks County International, Inc.
Superior Court of New Jersey, Appellate Division, 452 N.J. Super. 565, 178 A.3d 97 (2018).
Background and Facts; After extensive discussions, Bucks County International, Inc., contracted with All the Way Towing, LLC, to manufacture and sell a tow truck with particular specifications. The contract specified that the custom-made truck would be “an International 7300 4X4 with a Dynamic 801 tow body mounted.” The truck was supposed to be delivered by April 15, but the first attempt at delivery occurred months later, in October. At that time, the tow truck’s forks did not move correctly, and there were other significant problems. Bucks made two more attempts at delivery in October, but various problems remained. The fourth attempt at delivery occurred in November. At that time, metal fell out from beneath the truck, and the wheel lift failed to close properly. All the Way rejected the truck and, believing that Bucks would never be able to deliver a properly functioning truck, demanded return of its $10,000 deposit. When Bucks did not refund the deposit, All the Way sued. The trial court granted a summary judgment to the defendant, dismissing the complaint because Bucks had tendered a tow truck as specified in the contract. All the Way appealed. The appellate court reversed, finding that the lower court should have considered All the Way’s allegations that Bucks had failed to deliver a truck that adequately performed its essential functions.
In the Language of the Court
FISHER, P.J.A.D. [Presiding Judge of a part of the Appellate Division]
The [trial court] judge dismissed plaintiffs’ breach of contract claim because, in his view, Bucks produced and tendered a tow truck. In support of this conclusion, the judge cited in his written opinion only [New Jersey’s version of the UCC 2–106(2)], which, in defining terms relevant to sales contracts, declares that “goods” are “ ‘conforming’ or conform to the contract when they are in accordance with the obligations under the contract.” In other words, as the judge explained, the contract called for the delivery of “an International 7300 434 with a Dynamic 801 tow body mounted” and that’s what was tendered; the judge did not consider [All the Way’s] allegations that the tow truck failed to function properly and, for that reason alone, we must reverse. Had he viewed the evidence in the light most favorable to plaintiffs, the judge would have been required to assume that Bucks attempted delivery on four occasions—all well beyond the stipulated delivery date—and on each occasion failed to deliver a truck that adequately performed its essential functions. If [All the Way’s] allegations regarding the tow truck’s apparent problems, which were identified at each of four attempted deliveries, are ultimately proven, [All the Way] would have demonstrated the tow truck was nonconforming, [and] its failure to conform authorized [All the Way’s] rejection of delivery. In short, the record reveals a central factual dispute as to whether the tow truck conformed to the contract and that dispute alone precludes summary judgment. [Emphasis added.]
Decision and Remedy; The state intermediate appellate court reversed the lower court’s decision and remanded the case for a trial. When deciding a defendant’s summary judgment motion, a court is required to view the evidence in the light most favorable to the plaintiff. Thus, the lower court should have considered the plaintiff’s allegations that the defendant failed to deliver a truck that adequately performed its essential functions. If the plaintiff’s allegations are true, then the truck was nonconforming, and All the Way had a right to reject it under the perfect tender rule and to pursue the remedies available under the UCC.
Critical Thinking
• Legal Environment: What provisions might the parties in this situation have included in their contract to protect themselves from this type of dispute?
• What If the Facts Were Different? Suppose that Bucks had completely fixed the truck by the fourth time it was tendered. Could All the Way have continued to reject delivery of the truck? Why or why not?

Question: All the Way Towing, LLC v. Bucks