After the delivery date specified in a contract for the design, manufacture, and installation of equipment, plaintiff company filed suit against defendant subsidiary for breach of contract and against defendant parent company for promissory estoppel. Following a jury verdict against defendants, the district court denied defendants' motions for judgment as a matter of law and for a new trial and rendered judgment for plaintiff.
- On appeal, the court vacated the judgment against defendants and remanded the case for a retrial of the claim against defendant subsidiary and with directions to dismiss defendant parent company from the case.
- Contrary to the district court's ruling, the U.C.C. applied to the contract because it was predominantly a transaction in goods as evidenced by the contractual language, the surrounding circumstances, and nature of the goods.
- Further, after holding that waiver under the U.C.C. did not require detrimental reliance, the court concluded that plaintiff waived the delivery date as a matter of law but that a triable issue of fact remained as to whether defendant subsidiary tendered the equipment within a reasonable time under the circumstances.
The court vacated the judgments against defendant parent company and subsidiary and remanded the case with instructions for the entry of a judgment for defendant parent company but for a retrial on the issue of whether defendant subsidiary's tender was within a reasonable time. The court held that the contract was predominantly for the sale of goods and that plaintiff company waived the delivery date as a matter of law.
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