Maine Farmers Exchange v. McGillicuddy

1997 ME 153, 697 A.2d 1266, 36 U.C.C. Rep. Serv. 2d (West) 71, 1997 Me. LEXIS 155
CourtSupreme Judicial Court of Maine
DecidedJuly 18, 1997
StatusPublished
Cited by8 cases

This text of 1997 ME 153 (Maine Farmers Exchange v. McGillicuddy) is published on Counsel Stack Legal Research, covering Supreme Judicial Court of Maine primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Maine Farmers Exchange v. McGillicuddy, 1997 ME 153, 697 A.2d 1266, 36 U.C.C. Rep. Serv. 2d (West) 71, 1997 Me. LEXIS 155 (Me. 1997).

Opinion

GLASSMAN, Justice.

[¶ 1] Joseph C. McGillicuddy and Donald J. McGillicuddy appeal from the judgment entered in the Superior Court (Aroostook County, Pierson, J.) in favor of Maine Farmers Exchange’s (MFX), following a jury waived trial, on its complaint seeking damages for the McGillicuddys’ alleged breach of warranty of the contract between the parties. The McGillicuddys contend the court erred by finding that they breached both the express and implied warranties of their contract to sell seed potatoes to MFX, 1 by its assessment of damages, and by determining that Joseph McGillicuddy and Donald MeGil-licuddy were jointly and severally liable for the damage suffered by MFX. We disagree and affirm the judgment.

[¶2] The record discloses the following facts: MFX is in the business of buying potatoes from local growers and selling them to others. On November 14, 1991, MFX entered into a contract with Joseph McGilli- *1268 cuddy to purchase 400 weight Norwis Foundation Generation # 1 certified seed potatoes for resale to Loy A. Sawyer of Mineral Point, Pennsylvania. Joseph McGillicuddy was aware that the potatoes were for resale and that the potatoes were expressly warranted to be seed potatoes as ordered. The memorandum of sale executed by the parties also contained an express warranty that provided as follows: “Seller guarantees this contract grade at destination and agrees to comply with seed potato regulations of state of destination.” Although Joseph McGillicuddy signed the contract, the potatoes were furnished by Donald McGillicuddy in April 1992.

[¶ 3] Sawyer, who has farmed for twenty-six years and raises Norwis potatoes, noticed problems during the growing season that included excessive vines and difficulty in killing the vines for harvest. He also noticed that the potato blossoms differed from his normal crop, that the crop matured very late, and that the potato skins cracked shortly after exposure to the air.

[¶4] Sawyer notified MFX of the difference in the color of the blossoms, and later notified MFX that the vines were harder to kill and the harvested potatoes had large air cracks. Peter LaVasseur, an employee of MFX, went to Pennsylvania in October of 1992 to inspect the potatoes. He determined that the potatoes were comprised of two varieties, Allegany and Norwis, and were unmarketable. This assessment was confirmed by Ronald Hostetler, an agricultural extension agent with the Cooperative Extension Service at Pennsylvania State University, in March of 1993. MFX was unsuccessful in attempting to help Sawyer market his crop. Lavasseur returned to Maine with two fifty-pound bags and two twenty-pound bags of potatoes and left them with Donald McGil-lieuddy, who confirmed that the potatoes were bad.

[¶ 5] MFX filed the present complaint on March 17, 1994, seeking damages from the McGillieuddys in the amount it had paid Sawyer on his claim against MFX. Although Donald McGillicuddy denied responsibility for intermixing the two varieties and blamed Sawyer’s crop failure on improper farming methods, he testified at the trial that his own crop, planted from the same kind of seed potatoes sold to Sawyer, failed to pass a state inspection on July 22, 1992, because of an unacceptable mix of potatoes. The trial court found, inter alia, that: Joseph MeGilli-cuddy had signed the contract with MFX; he does the selling for his father, Donald McGil-licuddy; the seed sold to MFX, and resold to Sawyer, contained a mixture of Norwis and Allegany; and that MFX incurred a loss of $34,948.13 as a result of the McGillieuddys’ breach of both express and implied warranties of their agreement. From the joint and several judgment entered against the McGil-licuddys, they appeal.

I.

[¶ 6] The McGillieuddys contend that the court erred by entering a judgment in favor of MFX. They argue, pursuant to 11 M.R.S.A. § 2-316(3)(b), that MFX’s inspection of the potatoes at the time of shipment obviated all warranties. We disagree.

[¶7] Express warranties by the seller pursuant to 11 M.R.S.A. § 2-313 (1995) are created as follows:

(a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.
(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.

Comments to this provision of the code suggest that the requirement that the affirmation become part of the “basis of the bargain” is meant to continue the uniform sales act requirement that the purchaser must show reliance on the affirmation in order to make out a cause of action for a breach of warranty. Id. (comment) (citing R.S.1954, c. 185 § 12) (1954). Whether certain language creates an express warranty and whether that warranty was breached are factual findings that will not be set aside unless they are “clearly erroneous.” Faulkingham v. Seacoast Subaru, Inc., 577 A.2d 772 (Me.1990); Cuthbertson v. Clark Equipment Co., 448 *1269 A.2d 315 (Me.1982). We will “reverse a finding of fact for ‘clear error’ only when there is no competent evidence in the record to support the finding.” H.E. Sargent, Inc. v. Town of Wells, 676 A.2d 920, 923 (Me.1996) (citation omitted).

[¶ 8] The evidence at the trial established that MFX informed Joseph McGillicuddy both of the particular kind of seed desired and the particular purpose for which the seed was required. The seed and the variety was a substantial part of the bargain. The memorandum of sale is sufficiently direct and positive to create an affirmation of fact that the seed potatoes were to be Norwis potatoes. The evidence also demonstrates that the potato seed sold to MFX, and resold to Sawyer, contained a mixture of Allegany and Norwis potatoes. Accordingly, the trial court’s findings that an express warranty existed and that the McGillicuddys breached that warranty was not clear error. Cuthbertson v. Clark Equipment Co., 448 A.2d 315, 320 (Me.1982); Henderson v. Berce, 142 Me. 242, 252, 50 A.2d 45, 50 (1946).

[¶ 9] The McGillicuddys’ reliance on 11 M.R.S.A. § 2 — 316(3)(b)2 2 to support their contention that no warranties survived the sale is misplaced. Pursuant to that section, an inspection before acceptance would not exclude an express warranty. Contrary to the McGillicuddys’ contention, the court did not err by finding that their breach of warranty was the proximate cause of Sawyer’s loss. Sawyer testified that 85% of his crop were Allegany potatoes and were so badly damaged as to be unusable.

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Bluebook (online)
1997 ME 153, 697 A.2d 1266, 36 U.C.C. Rep. Serv. 2d (West) 71, 1997 Me. LEXIS 155, Counsel Stack Legal Research, https://law.counselstack.com/opinion/maine-farmers-exchange-v-mcgillicuddy-me-1997.