Flowers Baking Co. v. R-P Packaging, Inc.

Kern’s Bakery of Virginia, Inc. (Kern’s) (defendant) had been using packaging supplied by R-P Packaging, Inc. (R-P) (plaintiff) for its bakery products. Kern’s decided to change its packaging to cellophane wrapping. Kern’s sent R-P trays of cookies to help R-P create the new packaging and requested new artwork on the packaging. Kern’s then placed a verbal order for the cellophane wrap. Shortly after, Kern’s sold its business and all of its assets to Flowers Baking Co. (Flowers) (defendant). R-P was not notified of the sale, and it responded with a written acknowledgment of the order. According to R-P’s president, R-P was not going to proceed until it had final approval from Kern’s. The written acknowledgment was received by Flowers after it had taken control of operations. R-P then sent a sample of the wrapping to Flowers’s plant for testing. The plant manager advised R-P to proceed with the order. Flowers approved the artwork during a meeting. Flowers’s manager requested that the material be made and shipped right away. After Flowers received the material, its manager informed R-P’s representative that it was too short. R-P’s representative maintained that the wrapping conformed to the order. Flowers returned the material. R-P filed suit for breach of contract. At trial, a jury instruction was issued that told the jury that Flowers had the burden of proving that the goods failed to conform to the contract (instruction 1). The trial judge then granted Flowers’s request to submit a different instruction, which directed the jury to find for Flowers if it found that the goods were nonconforming and were rightfully rejected by Flowers (instruction 1B). A jury returned a verdict for R-P, finding that the goods were conforming. Flowers appealed, contending that the dispute fell under Uniform Commercial Code (UCC) § 2-602 because Flowers rightfully rejected the goods, and that the court erred in granting instruction 1 because, in such a case, the burden fell on the seller to prove that the goods conformed to the contract.