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Middletown Concrete Products, Inc. v. Black Clawson Co.

United States District Court for the District of Delaware
802 F. Supp. 1135 (D. Del. 1992)


Middletown Concrete Products, Inc. (MCP) (plaintiff) and Black Clawson Co. (BCC) (defendant) negotiated the purchase of a machinery system for the manufacture of concrete pipe. During negotiations, the system’s production rates and BCC’s guarantee of such rates became an issue. MCP asked BCC to state what production rates BCC would guarantee. At a subsequent meeting, BCC presented MCP with its definition of acceptable performance of the system (Acceptable Performance Letter). The Acceptable Performance Letter contained a specific production rate. At trial, MCP stated that a representative of BCC told MCP that BCC would guarantee the production rate listed in the Acceptable Performance Letter. When all negotiations had ended, the parties had signed a series of three contracts for the various purchases that made up the machinery system. Each of the three contracts contained a 90 day defect warranty and a warranty limitation that stated: “THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL OR IMPLIED).” In addition, each of the contracts contained a merger clause that stated that the contract “contains the entire agreement between Buyer and Seller,” and that “There are no rights, warranties or conditions, express or implied, statutory or otherwise, other than those herein contained.” After receiving the systems, MCP had various problems with the systems and BCC did not repair the problems to MCP’s satisfaction. MCP brought suit and filed a motion for summary judgment based in part on the production rate in the Acceptable Performance Letter.

Rule of Law


Holding and Reasoning (Schwartz, J.)

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