Sunday, December 1, 2013

Dynamic Machine Works, Inc. v. Machine & Electrical Consultants, Inc. case brief

Dynamic Machine Works, Inc. v. Machine & Electrical Consultants, Inc. case brief summary
831 N.E.2d 875 (2005)

A judge of the United States District Court for the District of Massachusetts certified a question: Under the Massachusetts version of the Uniform Commercial Code, does a buyer have a right to retract a written extension allowing more time for the seller to cure defects in a delivered product absent reliance on the extension by the seller?

Plaintiff buyer purchased a lathe machine from defendant seller. After a delay in its manufacture, the parties agreed to an extension of the deadline for the installation and commissioning of the lathe. Once delivered, the lathe required significant readjustments in connection with its final commissioning. The buyer wrote the seller, granting one last extension of the final commission date. The next day, the buyer realized the lathe would not be able to meet its required specifications. The buyer rescinded the extension within 48 hours of giving it. The seller had not relied on the extension to its detriment.


  • The court held: if a written extension constituted a modification of an agreement to purchase a product, then the buyer might not retract it unilaterally. 
  • If, on the other hand, the written extension constituted a waiver of an executory portion of the agreement, the buyer might retract it by reasonable notification received by the seller that strict performance will be required unless the retraction would be unjust in view of a material change of position in reliance on the waiver.

The court answered the certified question. It made no ruling on whether the parties agreement was a waiver or a modification of a portion of their sales contract.

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