Legal Memorandum: Remedy for Breach of Warranty

Issue: What effect does the acceptance of goods by a Washington based buyer have upon a Hong Kong manufacturer’s breach of contract claims according to Washington’s Uniform Commercial Code?

The UCC provides that where the buyer accepted the goods or failed to effectively reject them or revoke acceptance, the buyer is liable for the purchase price.  RWC §§ 62A.2-607(1), .2-709(1).  However, the UCC is equally clear that “acceptance does not of itself impair any other remedy [for buyer] provided by this Article for non-conformity.”  Id. § 62A.2-607(2). 

To preserve his right to such other remedies, the buyer who accepted “must within a reasonable time after he discovered or should have discovered any breach notify the seller of breach or be barred from any remedy.”  Id. § 62A.2-607(3).  This notification of breach is critical to the preservation of the buyer’s right to remedies but need not be in any special form or include particular detail.

The content of the notification need merely be sufficient to let the seller know that the transaction is still troublesome and must be watched.  There is no reason to require that the notification which saves the buyer’s rights under this section must include a clear statement of all the objections that will be relied on by the buyer, as under the section covering statements of defects upon rejection (Section 2-605).  Nor is there reason for requiring the notification to be a claim for damages or of any threatened litigation or other resort to a remedy.  The notification which saves the buyer’s rights under this Article need only be such as informs the seller that the transaction is claimed to involve a […]

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