Byblos sold off‑price designer clothing manufactured by an Italian parent company. Morris & Sons was a Chicago retailer that had been selling men’s and women’s clothing for 40 years. Aaron Krichevsky, the president of Morris, contacted Patricia Saracini, the sales manager for Byblos, to discuss buying some Byblos clothing. He stated that he wanted only first-quality merchandise in good condition–no samples or damaged goods. She agreed to send such items. He further described the kinds of clothing Morris required. The parties agreed that Byblos’s sales representatives would select merchandise for Morris and ship it, sight unseen, for approval or rejection. Over a three‑year period, Byblos made about 14 shipments to Morris, with each shipment containing from 10 to 400 articles of clothing. Each shipment contained an invoice, ranging from $1,000 to $12,000.

Morris sold some but not all of the clothing. Krichevsky testified that many of the goods were defective. For example, some of the adult sweaters had an opening large enough only for an infant’s head. Nonetheless, Morris continued to accept the shipments, and to sell what items it could. After the final shipment, Morris still owed about $111,000, which it refused to pay because of the alleged defects. Byblos sued.

Questions:

1. Were the clothes nonconforming? Was Morris’s rejection of the goods effective?

2. Neither party said anything about warranties. Did the goods come with any warranties?

3. What was the express warranty?

4. What were the implied warranties and how were they created?

5. What does the implied warranty of merchantability require?

6. What is the full name of the implied warranty of fitness, and what does it require?

7. At trial, Byblos claimed that it did not intend any warranties to apply. Based on the facts as described, rule on this claim.

8. The contract said nothing about Morris’s right to inspect the goods. Did the retailer have such a right?

9. Suppose Morris found some clothing in one shipment to be defective. Could it reject the entire shipment?

10. If Morris found some clothing defective but other items acceptable, could it keep some and reject the others?

11. Does the Code require rejection be in a certain form?

12. Byblos delivered about 14 shipments and had received only partial payment. What was its most likely remedy?

13. Morris did inspect all goods as they arrived. After Byblos sued to its contract price, Morris rejected many of the goods. Comment.

14. Inspection followed by silence amounts to what? 

15.Who won?