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Selland Pontiac-GMC, Inc. v. King

Court of Appeals of Minnesota

March 25, 1986

No. C7-85-1682

Opinion

 [*491]  Buyer, Selland Pontiac-GMC, Inc., sued seller, George King, for breach of contract. After a one-day bench trial the court granted judgment for King. The trial court denied Selland's motion for a new trial and/or amended findings of fact and conclusions of law and entered judgment. Selland appeals. We affirm.

FACTS

Selland contracted with King (doing business as King's Superior Bus Sales) to buy four school bus bodies. The oral agreement made in April, 1983, was reduced to a writing dated May 12, 1983. King was to supply the bodies, which would be built on top of chassis provided by Selland. The written agreement indicates that [**2]  the bodies would be manufactured by Superior Manufacturing, which was located in Morris, Manitoba. The written agreement contains no completion date. King was aware that Selland's customer needed the buses by late August for the start of the school year. The contract price was $ 47,660. The writing contained no escape clause excusing King's performance should his source of supply fail.

In reliance on the contract, Selland ordered four bus chassis from General Motors. They arrived at Superior's entry point in Pembina, North Dakota, in June and early July, 1983.

Superior went into receivership on July 7, 1983, and King learned of this on July 8. King informed Selland of the receivership on August 12. The parties do not agree on what happened afterwards. Selland claims that King assured Selland that the buses would be completed on time. King claims that Selland, fully advised of Superior's  [*492]  status, decided to wait and see if Superior would come out of receivership able to supply and install the bus bodies. The trial court found that "after receiving notice of the receivership, Selland acquiesced to the delay in production."

The bodies were never manufactured. The Superior [**3]  plant was operated by a new company from approximately late July to September or October. For some time after that, different individuals expressed interest in buying and operating the plant. Finally it was purchased, moved to Oklahoma, and it began production in 1985. Superior went out of business. In December, 1983, Selland's customer (Chief Auto Sales) cancelled their order. Selland sold the chassis at a loss.

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384 N.W.2d 490 *; 1986 Minn. App. LEXIS 4143 **; 1 U.C.C. Rep. Serv. 2d (Callaghan) 463

Selland Pontiac--GMC, Inc., Appellant, v. George King, d.b.a. King's Superior Bus Sales, Respondent

Prior History:  [**1]   Appeal from the District Court, Clay County; Hon. Harlan L. Nelson, Judge.

CORE TERMS

nondelivery, notice, seller, bodies, trial court, manufactured, seasonable, trial court's finding, receivership, acquiesced, cancelled, buyer

Civil Procedure, Appeals, Standards of Review, Clearly Erroneous Review, Commercial Law (UCC), Standards of Performance & Liability, Performance, General Overview, Contracts Law, Breach, Excuse & Repudiation, Acceptance of Goods, Excuse From Performance, Performance Excused