Alumax Aluminum Corp., Magnolia Division v. Armstrong Ceiling Systems, Inc.

744 S.W.2d 907, 1987 Tenn. App. LEXIS 2997
CourtCourt of Appeals of Tennessee
DecidedOctober 23, 1987
StatusPublished
Cited by9 cases

This text of 744 S.W.2d 907 (Alumax Aluminum Corp., Magnolia Division v. Armstrong Ceiling Systems, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Alumax Aluminum Corp., Magnolia Division v. Armstrong Ceiling Systems, Inc., 744 S.W.2d 907, 1987 Tenn. App. LEXIS 2997 (Tenn. Ct. App. 1987).

Opinion

OPINION

TODD, Presiding Judge.

The defendant, Armstrong Ceiling Systems, Inc., has appealed from a non-jury judgment of $40,104.54 in favor of plaintiff, Alumax Aluminum Corporation for ceiling materials manufactured and delivered to defendant.

On May 30, 1984, plaintiff contracted to manufacture and deliver to defendant ceiling materials for installation in the Capitol Hill Office Building in Nashville, Tennessee. Sometime after delivery and acceptance of the materials, it was found that they were not of the correct dimensions, and the parties agreed that plaintiff “pick up” the materials and return them to plaintiff’s plant. Most of the returned material was sold as scrap. Plaintiff's damages were computed and allowed by the Trial Court as follows:

Contract Price $49,596.00

Incidental damages 750.00

50,347.00

Payment by defendant $2,331.18

Value of scrap 7,306.88

Resalable parts 604.40

10,242.46

$40,104.54

Defendant presents the issues as follows:

I. Whether or not the trial court erred in failing to find that Plaintiff breached Uniform Commercial Code warranties to Defendant regarding the material manufactured by Plaintiff and sold to Defendant, being an express warranty under T.C.A. § 47-2-313, and an implied warranty of fitness for a particular purpose under T.C.A. § 47-2-315.

II. Whether or not the trial court erred in imposing damages under T.C.A. § 47-2-709.

I.

Express or Implied Warranty

Defendant first argues that the plaintiff expressly warranted that the ceiling system would be in all respects adequate for the construction- project for which it was intended. The construction specifications, which were in the possession of defendant, provided that the ceiling parts should measure 24V2 by 48½ inches. The original written order did not state the exact size of the sections. Plaintiff did not have a copy of the specifications. Plaintiffs representative testified that he telephoned defendant to inquire as to the exact size and that the response was “Two by four”, meaning 2 feet by 4 feet, or 24 by 48 inches (½ inch smaller in each dimension than required by the specifications.) Defendant’s witness denied that this conversation occurred.

Plaintiff’s witness testified that he offered to furnish to defendant free of charge “shop drawings” of the material to be furnished, but that defendant’s representative declined stating that he did not heed them and didn’t have time to wait for them. The preparation of shop drawings of the materials to be furnished and submission of such shop drawings to the architect would have disclosed in advance the error in dimensions and would have prevented the present dispute.

The Trial Judge found:

11. Upon receiving the purchase order, Bob Hall, who had the responsibility of processing the order for Alumax in Magnolia, Arkansas called Charlie Adams at Defendant’s office and asked him what module size was required for the project. Mr. Adams told Mr. Hall that the module size was to be 2' X V and he described how the grid was to be routed. (Emphasis supplied.)

Defendant relies upon the testimony of plaintiff’s agent as follows:

Q. Did you represent at any time during your dealings with Armstrong at any time that your principal, Alumax, could [909]*909furnish the requisite material for this project?
A. We could furnish the specified material, the S8A system, yes.
A. You indicated that your manufacturer could furnish it.
A. The S8A.
Q. Right. Did you indicate that they could furnish the proper material?
A. Yes, they could furnish the S8A material.
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Q. At all times you indicated to Armstrong Ceiling Systems or its principals that your manufacturer could provide them with the proper material for this project, is that right?
A. Yes, sir. The S8A section. (Emphasis supplied).

The testimony relied upon by defendant established a warranty that plaintiff “could ” (was able to) furnish “proper material”, but did not warrant that plaintiff would independently ascertain and follow the dimension stated in specifications held by defendant and not disclosed to plaintiff. According to plaintiff’s evidence which was accredited by the Trial Judge, defendant represented to plaintiff that “proper material” was 24 inches by 48 inches.

It is apparently defendant’s theory that the foregoing testimony established an obligation upon plaintiff to independently ascertain from the architect or from the specifications the exact size of the ceiling sections. Under other circumstances, this theory might be tenable; but, in view of the above testimony that plaintiff relied upon defendant to furnish the dimensions, and in view of the Trial Judge’s acceptance of this version of the evidence, defendant’s theory of the express warranty of plaintiff is not tenable.

Defendant also asserts an implied warranty of fitness and relies upon the testimony of its witness as follows:

Q. Did you rely upon Mr. Wendell (plaintiff’s representative) to cause the proper material to be provided to you?
A. Correct.

This testimony is not sufficient to establish an implied warranty because there is no evidence that defendant’s reliance was disclosed in advance to plaintiff so as to afford plaintiff an opportunity to disaffirm such reliance or to justify the reliance by independent investigation. Moreover, the fact that defendant had the specifications, did not correctly transmit them to plaintiff and refused to accept free shop drawings, all militate against any reliance upon implied warranty.

Finally, in support of its first issue, defendant insists that, even after receiving the erroneous dimensions from defendant, plaintiff should have verified the correctness of the dimensions, and/or should have cautioned defendant as to the importance of exact dimensions. Defendant cites Valley Iron and Steel Co. v. Thorin, 278 Or. 103, 562 P.2d 1212 (1977). In that case the critical characteristic of the material was not dimension but the type of metal used in manufacture. The buyer did not select the type of metal but made known to the seller the intended use, the choice of type of metal was left to the seller, and the seller “had reason to know” that the buyer was relying on the judgment of the seller. The authority is inapplicable to the facts of this case.

Defendant also relies upon Addis v. Bernardin, Inc., 226 Kan. 241, 597 P.2d 250 (1979).

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Bluebook (online)
744 S.W.2d 907, 1987 Tenn. App. LEXIS 2997, Counsel Stack Legal Research, https://law.counselstack.com/opinion/alumax-aluminum-corp-magnolia-division-v-armstrong-ceiling-systems-inc-tennctapp-1987.