Aluminum Line Products Co. v. Rolls-Royce Motors, Inc.

66 Ohio St. 3d 539
CourtOhio Supreme Court
DecidedJune 30, 1993
DocketNo. 92-1093
StatusPublished
Cited by6 cases

This text of 66 Ohio St. 3d 539 (Aluminum Line Products Co. v. Rolls-Royce Motors, Inc.) is published on Counsel Stack Legal Research, covering Ohio Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Aluminum Line Products Co. v. Rolls-Royce Motors, Inc., 66 Ohio St. 3d 539 (Ohio 1993).

Opinion

Alice Robie Resnick, J.

Aluminum Line’s appeal raises one issue for our determination. As the purchaser of an allegedly defective vehicle, Aluminum Line urges us to hold that a plea for rescission is essentially equivalent to a request to revoke acceptance.

Aluminum Line’s original complaint was filed April 4, 1986 (“1986 complaint”). Paragraph eight of the complaint states: “Plaintiff hereby seeks to recind [sic] the contract for the purchase of the 1982 Rolls-Royce Silver Spur.” Aluminum Line filed a motion for leave to file an amended complaint instanter (“1989 complaint”), which motion was granted on March 6, 1989.

The 1989 complaint set forth six additional claims for relief. Paragraph twelve of Count I states: “Plaintiff is ready to return to Defendants the Silver Spur, in return for the purchase price and the damages suffered by Plaintiff.” For relief, Aluminum Line requested, inter alia: “An order of rescission of the purchase and sale between the parties.”

The incompleteness of the record makes it difficult to determine what transpired in this case over the next nine months. The record indicates that a pretrial hearing was conducted in December 1989. Apparently, as a result, on January 24, 1990, Aluminum Line filed another amended complaint (“1990 complaint”). The 1990 complaint sets forth three counts against Rolls-Royce and Qua Buick and requests “judgment,” in part, for: “An order of rescission of the purchase and sale between the parties.”

[541]*541In its findings of fact and conclusions of law, the trial court concluded: “12. Even if Aluminum Line had stated a claim for revocation of acceptance, [court’s footnote 3] the facts of this case do not support such a claim. * * * ”

The court’s footnote 3 states:

“The Amended Complaint does not state a cause of action for revocation of acceptance. The Amended Complaint states three claims: breach of express warranty; breach of the implied warranty of merchantability; and a claim for attorney’s fees under the Magnuson-Moss Act.”

The court of appeals agreed with the trial court and held: “Since the purpose behind Civ.R. 8(A) is to give notice to a defending party of the plaintiff’s cause of action, the trial court properly found that Aluminum Line did not state a cause of action for revocation of acceptance.”

Our analysis of the facts and circumstances of this case leads us to a different conclusion. We find that in the pleadings and during the course of this litigation, Aluminum Line clearly expressed its desire to revoke acceptance of the vehicle.

The phrase “revocation of acceptance” has been mischaracterized by the parties as a cause of action or a court-ordered remedy. Technically, it is neither. Pursuant to R.C. 1302.66, a buyer who has accepted a lot or a commercial unit has the option of revoking acceptance of the lot or unit if certain conditions are present. Revocation of acceptance is a buyer’s self-help remedy with many of the same procedural characteristics as rejection. A buyer who justifiably revokes acceptance is accorded the same rights and duties with regard to the goods as if the goods were rejected. R.C. 1302.-66(C).

R.C. 1302.66 is the Ohio codification of UCC 2-608, and provides:

“(A) The buyer may revoke his acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him if he has accepted it:

“(1) on the reasonable assumption that its non-conformity would be cured and it has not been seasonably cured; or

“(2) without discovery of such non-conformity if his acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assurances.

“(B) Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.

[542]*542“(C) A buyer who so revokes has the same rights and duties with regard to the goods involved as if he had rejected them.”

We find that Aluminum Line satisfied the initial requirement of R.C. 1302.66(B) by providing written notification to Rolls-Royce and Qua Buick of its desire to revoke acceptance of the vehicle. The October 29, 1985 letter, a copy of which it appears was sent to Stephen Qua of Qua Buick, stated, in relevant part: “I have no recourse but to ask for the TOTAL recall and disposition of this motor car.” At that point, in view of the fact that Rolls-Royce and Qua Buick apparently refused Aluminum Line’s demand for a return of the purchase price, the unresolved issue became whether Aluminum Line had a right to revoke its acceptance.

It is unmistakable that Rolls-Royce1 and Qua Buick were aware from the inception of this litigation that Aluminum Line sought to revoke acceptance of the vehicle. Further, when the 1989 and 1990 amended complaints were filed, the new filings did not obliterate the 1985 letter. Its request to revoke acceptance was continuously before the trial court based on the 1985 notification letter and its other pleadings.

Further, the contention that Aluminum Line did not seek to revoke its acceptance at any point during these proceedings is contrary to one of the arguments submitted by Rolls-Royce and Qua Buick supporting their motion to dismiss the 1989 complaint. This memorandum, filed May 8, 1989, stated: “By its original Complaint * * *, Aluminum Line sought only to revoke its acceptance of the Car and recover various incidental damages on the sole alleged ground that the Car is defective.” (Emphasis added, footnote omitted.)

Notwithstanding the foregoing, we recognize that Aluminum Line’s repeated use of the word “rescission” served to cloud the lower courts’ analyses of this case. The lower courts apparently concluded that a complaint that asks for rescission and fails to allege the elements of revocation of acceptance does not create an actionable claim. We disagree.

First, we find that Rolls-Royce’s and Qua Buick’s characterization of the pleadings as a mere prayer for rescission is misleading. By letter, Aluminum Line, in October 1985, asked to revoke its acceptance of the vehicle. From that point forward, regardless of the language used by Aluminum Line, its desire to return the vehicle was clear.

[543]*543Further, the fact that Aluminum Line requested “rescission” of the contract is not, under these facts and circumstances, a fatal flaw. Aluminum Line paid for the car in full at the time of purchase, i.e., its contractual obligation was fully performed. Pursuant to the contract, in exchange for the purchase price, Aluminum Line was to receive the vehicle it expected. The rescission requested was, therefore, analogous to a request for revocation — Ahiminum Line would return the car; Qua Buick would return the purchase price.

Official Comment 1 to UCC 2-608 (R.C. 1302.66) states: “Although the prior basic policy is continued, the buyer is no longer required to elect between revocation of acceptance and recovery of damages for breach. Both are now available to him. The non-alternative character of the two remedies is stressed by the terms used in the present section.

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Bluebook (online)
66 Ohio St. 3d 539, Counsel Stack Legal Research, https://law.counselstack.com/opinion/aluminum-line-products-co-v-rolls-royce-motors-inc-ohio-1993.