Wilson Trading Corp. v. David Ferguson Ltd.

Facts

P and D entered into a contract for the sale of a specified quantity of yarn. the yarn was delivered, cut and knitted into sweaters. But when the sweaters were washed the color of the yarn 'shaded.' The variations in color from piece to piece and within the pieces rendered the sweaters 'unmarketable.' P sued D for the contract price after D refused payment. D sued in counterclaim in that P delivered defective and unworkmanlike goods. The sales contract provides: '2. No claims relating to excessive moisture content, short weight, count variations, twist, quality or shade shall be allowed if made after weaving, knitting, or processing, or more than 10 days after receipt of shipment. * * * The buyer shall within 10 days of the receipt of the merchandise by himself or agent examine the merchandise for any and all defects.' '4. This instrument constitutes the entire agreement between the parties, superseding all previous communications, oral or written, and no changes, amendments or additions hereto will be recognized unless in writing signed by both seller and buyer or buyer's agent. It is expressly agreed that no representations or warranties, express or implied, have been or are made by the seller except as stated herein, and the seller makes no warranty, express or implied, as to the fitness for buyer's purposes of yarn purchased hereunder, seller's obligations, except as expressly stated herein, being limited to the delivery of good merchantable yarn of the description stated herein'. Based on the contract the court granted P summary judgment for the contract price of the yarn. The Appellate Division affirmed. D appealed. D claims the time limitation was unreasonable since the defect in the color of the yarn was latent and could not be discovered until after the yarn was processed and the finished product washed.

Issues

Rule of Law

Holding and Decision

Legal Analysis

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