T.W. Oil, Inc. v. Consolidated Edison, Inc.

57 N.Y.2d 574, 443 N.E.2d 932 (1982)


P purchased a cargo of fuel oil whose sulfur content was represented as no greater than 1%. While the oil was at sea, P got a refinery certification that the sulfur content was .52%. P then entered into a written contract of sale to D with delivery to be accomplished between January 24-30 and an independent testing agency to confirm the quality and quantity. In due course, the testing revealed the oil had a .92% sulfur content. D rejected the shipment. Negotiations for a price adjustment failed. The very next day after the rejection, P offered to cure, but D rejected that offer as it was adamant in its intention to avail itself of the intervening drop in prices. P sold the oil to other parties and sued D for a breach of contract. P got the verdict at $1,385,512.83. The trial court found that D had failed to act in good faith in the negotiations for a price adjustment and that because P had given seasonable notice of cure and that the .92% content level was within D's range of use. The appeals court affirmed. D appealed.