Printing Center of Texas v. Supermind Publishing Co.

Texas Court of Appeals · Contracts

ContractsUCC perfect tenderAttorney's fees evidenceJurisdictional amountperfect tender ruleconformitysubstantial performancegood faith rejection

Facts

The parties entered a written contract for appellant to print 5000 books titled "Supermind Su-permemory," and appellee paid a $2900 deposit. Upon delivery, appellee rejected the books and sought return of the deposit and attorney's fees, alleging the books did not conform to the contract. Evidence showed the paper delivered was gray rather than matching a white sample shown during the bargain, and appellee also complained of off-center cover art, crooked pages, wrinkled pages, and inadequate perforation on a pull-out page. Appellee proved attorney's fees through its attorney's billing letters offered as business records through a legal secretary.

Issue

Whether the trial court properly admitted attorney billing statements as business records, whether sufficient evidence supported the jury's finding that the books failed to conform to the contract so as to justify rejection, and whether the county court at law lacked jurisdiction because the amount sought exceeded its monetary limit. The court also noted, but did not decide against appellee on, whether Chapter 2 of the UCC actually governed this printing contract because appellant did not preserve that complaint.

Rule

For purposes of UCC § 2.601, goods conform only if they are in accordance with the contract in every respect; conformity means complete performance, not substantial performance. The contract includes express terms and implied obligations arising from the parties' bargain, including express warranties created by sample and implied merchantability where applicable. A buyer may reject nonconforming goods only if acting in good faith, and when the seller claims bad-faith rejection, the seller bears the burden of proof. Under the business-records statute, a custodian or other qualified witness need not have personal knowledge of the contents or have served as custodian when the records were made, and objections not specifically raised at trial are waived. Jurisdiction as to amount in controversy is determined from the original petition filed in good faith, and a later amendment seeking additional attorney's fees from continued prosecution does not divest jurisdiction once properly acquired.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

Lakeview Learning, a bookseller in Phoenix, contracted with Desert Mesa Press, a fictional printer, to deliver 8,000 wall calendars on glossy stock matching a sample sheet shown during negotiations. The delivered calendars have the correct images and binding, but the paper stock is dull and slightly gray compared with the glossy bright-white sample.

If Article 2 applies and Lakeview rejects the shipment upon delivery, which is the strongest argument that the rejection is justified?

Explanation. Under the majority opinion, § 2.601 requires conformity in every respect, not substantial performance. The contract includes obligations arising from the parties' bargain, including an express warranty created by a sample that is part of the basis of the bargain. Because the paper does not match the sample, the buyer may reject even if the goods are otherwise usable. (Derived from Printing Center of Texas v. Supermind Publishing Co. (n.d.).)