Wednesday, December 11, 2013

BMC Industries, Inc. v. Barth Industries, Inc. case brief

BMC Industries, Inc. v. Barth Industries, Inc. case brief summary
160 F.3d 1322 (1998)

Defendant parent company and subsidiary sought review of judgments in favor of plaintiff company from the United States District Court for the Southern District of Florida on plaintiff's promissory estoppel claim against defendant parent company and its breach of contract claim against defendant subsidiary.

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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