Printing Center of TX v. Supermind Publishing Case Brief

Summary of Printing Center of TX v. Supermind Publishing
Texas Ct. App [1984]

Relevant Facts: Appellee/Pl, Supermind sued Appellant/Df, Printing for the refund of a deposit under a written K to print 5000 books. Ee rejected the books b/c of off center art, crooked pages, wrinkled pages, inadequate perforation on a pullout page, and the use of gray paper when white was contracted.

Legal Issue(s): Whether substantial performance applies in transactions involving K for the sale of goods, and whether the goods tendered were in conformity with the requirements under the K?

Court’s Holding: No, and the books did not conform.

Procedure: Jury awarded EE refund, plus atty fees, ANT appealed, Ct of App Affirmed.

Law or Rule(s): If the goods or tender of delivery fail in any respect to conform to the contract, the buyer may reject the whole. Perfect Tender Rule.

Court Rationale: If it was determined that the books failed in any respect to conform to the contract, the purchaser would not have a right to reject and to recover a refund of the purchase price, but would have a right to damages for breach of contract. Conformity does not mean substantial performance. There is no room in commercial contracts or sales law for the doctrine of substantial performance. If the goods fail to conform to either the express or implied terms of the K, the buyer has a right to reject them. Once the K has been determined, the evidence must be reviewed to see if the right goods were tendered at the right time and place. A showing of only a minor defect would constitute bad faith. The written K covers only essential terms such as quantity, trim size, and type of paper and cover. The type of paper specified was 30# white newsprint. The pages of the books were gray while the sample was white. A sample which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample. Appellant knew that the books were to be sold to the public. Therefor it is implied in the K that the books be commercially acceptable and appealing to the public. They must pass w/o objection in the trade and be fit for ordinary purposes to be merchantable.

ANT failed to carry its burden of proof that EE rejected the books in bad faith. The non conformities were not minor, and there is no evidence that the primary motivation was to escape a bad bargain.

Plaintiff’s Argument: (EE) The books were of a quality that they could not be sold to the public, the ANT did not conform the books to the agreement.

Defendant’s Argument: (ANT) The finding that the books failed to conform to the K is so against the great weight and preponderance of evidence that it is manifestly unjust. EE acted in bad faith by rejecting the books.



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