Governing law and formation
The mower is a movable good, so UCC Article 2 governs. The signed sale for $15,000 satisfies the statute of frauds. Bright is an established commercial user, and the product expressly is not suitable for personal, family, or household use. Consumer-only protections therefore should not be assumed; Article 2’s warranty and remedy rules remain applicable to this commercial purchase.
1. Liability despite the clauses
Express warranty
SM expressly undertook that the mower was free of defects in materials and workmanship when delivered and promised a specified repair-or-replacement response for failures caused by initial defects. A concrete promise about the condition of the identified mower is an express warranty, not sales puffery. The repeated blade-bolt failures, defective steering and tank installation, electrical faults, and eventually detached steering wheel during normal use strongly support a failure of the promised condition.
SM may argue that later breakdowns reflect wear or misuse rather than defects existing at delivery. The number, variety, early timing, and normal usage favor an inference of initial defects, and Bright repeatedly sought repairs within the year. The question supplies no misuse defense.
Under section 2-316(1), a disclaimer and express affirmation should be read consistently where reasonable; a negation is ineffective to the extent a consistent reading is unreasonable. The bold assertion that there are no expressed warranties cannot simply nullify the specific defect-free undertaking made in the same contract. The better construction preserves that warranty and separately considers the agreed remedy.
Implied warranties
SM appears to be a merchant of mowers, ordinarily supporting merchantability. A machine repeatedly failing under normal commercial use and leaking gas is not fit for its ordinary mowing purpose. But the written disclaimer expressly mentions merchantability and excludes fitness in conspicuous bold twelve-point text on a one-page contract. Those features strongly support effectiveness under section 2-316(2), subject to actual presentation and other limiting circumstances.
Fitness for a particular purpose additionally requires the seller’s reason to know a special purpose and reliance on its skill. Ordinary commercial mowing is not automatically a special purpose; no separate request or reliance is stated. Bright’s strongest claim therefore is the express warranty and failed remedy, rather than treating all implied warranties as necessarily surviving a properly conspicuous disclaimer.
Exclusive repair remedy
Section 2-719 permits repair-or-replacement limitations and makes them exclusive when expressly agreed as such. “Other remedies are excluded” supports exclusivity here; SM’s choice between repair and replacement does not make the limitation meaningless at inception.
But subsection (2) restores ordinary Code remedies if the limited remedy fails of its essential purpose. That remedy should provide conforming functional goods within a reasonable time, not an endless sequence of temporary repairs that leaves the purchaser without a dependable machine. Twelve repair returns in six months, five broken bolts, repeated unrelated failures, cancelled work, and a steering wheel detaching in month seven are compelling evidence of failure. Good-faith effort to repair does not necessarily prevent that finding.
SM counters that it performed each promised repair, new problems arose independently, and the one-year period has not expired. Bright need not wait the full year or accept indefinite interruptions if repairs do not deliver the essential practical benefit. The stronger result is that the exclusive remedy failed and cannot bar otherwise available Code relief.
Unconscionability
Procedural unfairness and excessively one-sided substance can invalidate a clause at formation, but the facts show a signed short agreement with conspicuous text and an established business buyer. A commercial loss limitation is not presumptively unconscionable merely because the machine failed. Bright can investigate bargaining power and meaningful choice, but failure of essential purpose is the more directly supported ground. It should not be conflated with a conclusion that the entire contract was unconscionable from the beginning.
2. Available remedies
Revocation and return of the price
Bright accepted and used the mower, so ordinary initial rejection is no longer the right framework. Section 2-608 permits revocation of acceptance where nonconformity substantially impairs value and acceptance occurred on a reasonable assumption of cure that was not seasonably achieved, or under another qualifying basis. The business depends on reliable mowing, and repeated temporary repairs followed by another major failure support both substantial impairment and a reasonable cure assumption.
Bright notified SM at the start of month seven that it wanted to return the mower and recover its price. Reasonable timing depends on the attempted cures; six months’ use is not automatically unreasonable where SM repeatedly represented the mower would be repaired. No substantial detrimental change unrelated to the defects is stated. If revocation is effective, Bright can return the mower and recover the $15,000 paid, with appropriate accounting and any applicable legitimate use adjustment under governing law. It also should preserve the goods and comply with the Code’s post-revocation duties.
Damages if the mower is retained
If Bright keeps the mower or revocation is not proved, section 2-714 ordinarily allows the difference at acceptance between value as warranted and actual value, plus appropriate incidental and consequential loss. Repair cost or other evidence may help establish that difference, but the record does not quantify it. Bright cannot recover the full price as if returning the machine while also retaining its full value without adjustment. A commercially reasonable substitute purchase may support the applicable cover measure if the statutory prerequisites are met, but no substitute transaction is stated.
Lost profits and incidentals
The $5,000 lost profits may be consequential damages under section 2-715 if SM had reason to know the relevant business need, the loss was caused by the breach, could not reasonably have been avoided by cover or mitigation, and is proved with reasonable certainty. An established agricultural-services business with over 100 clients has a stronger proof base than a wholly speculative startup. SM could foresee that an unreliable commercial mower causes cancelled jobs. Bright still must document lost net profits, distinguish other causes, and show reasonable mitigation such as available rental alternatives.
Reasonable transport and other breach-related expenses may qualify as incidentals if proved; none is quantified. The contract’s general exclusion of other remedies is tied to the failed repair scheme. If treated as a separate consequential-damages exclusion, courts differ on whether it survives failure of that scheme and assess unconscionability independently. No explicit separate lost-profit clause is given, strengthening Bright’s argument that ordinary consequential relief is restored. The $5,000 is a supported claim rather than a guaranteed automatic addition to every remedy. Punitive damages and attorney fees do not follow from an ordinary warranty breach without an independent basis not supplied here.