Dynamic v. Machine & Electrical

• Dynamic Machine Works, Inc. ("Dynamic") manufacturers components = buyer.
• Machine & Electrical Consultants, Inc. ("Machine") is a distributor of machinery & equipment = seller.

In January 2003, Dynamic agree to buy a lathe from Machine. The 2 companies agreed to have the lathe manufactured in Taiwan & delivered on May 15th 2003.

As a result of the 2003 SARS epidemic in East Asia, the manufacturing of the lathe was delayed.

In June 2003, the 2 parties agreed to deliver the lathe by September 19th 2003. In spite of this extended delivery agreement, "Machine" delivered the lathe to "Dynamic" at the late date of October 9th 2003.

Dynamic tested the lathe through November 2003 & remained dissatisfied with the lathe's sub-par performance.

Dynamic extended the lathe deadline to Machine to December 2003 for a fully operational lathe.

In the end, Dynamic retracted its December extension & revoke its acceptance of the lathe.

Dynamic sued Machine in the United States District Court for the District of Massachusetts.

Certified question: Under the Massachusetts version of the UCC, may a buyer unilaterally retract a written extension that gives the seller more time to cure defects in a delivered good?

Dynamic argued that Machine was liable for

1. breach of contract
2. breach of warranty, &
3. unfair business practices.

Yes. Absent any reliance by the seller on the extension, a buyer of goods may unilaterally retract a written extension giving the seller time to cure defects, so long as it is a waiver & not a modification.

• A waiver can be retracted unilaterally.
• A contract modification can't be retracted unilaterally.