Non-Conforming Custom Sofa, Seller's Attempt to Cure, Expectation Damages

[PooYai]

My question involves business law in the state of: California

I hope the is not too convoluted and thank you in advance:

Custom chaise sofa (>$5000) was made for designer/buyer, but it didn't conform to specs. Furniture manufacturer/seller attempted to cure the substantial defect by offering to fix at full retail price, but buyer did not accept because quoted price was too high (note: seller offered full retail to fix because seller didn't want to reveal buyer's markup in front of buyer's customer who was standing in the room.) Seller made no other offer to cure and buyer took delivery of sofa. Buyer then re-upholstered sofa for his customer and claims to have issued a refund to customer. Buyer now asking seller for half of alleged refund to his customer (which included his profit) and threatens escalation if seller does not comply.

Legal Questions/Issues:

1) If seller's original quote to cure defect (retail price) was not the price the seller was actually going to charge the buyer (see note above), and this fact was communicated to the buyer, did the buyer accept the good "as is"?

2) If seller was not given an opportunity to amend her offer to cure, and buyer proceeded to re-upholster the piece without informing the seller, does this constitute an improper rejection of the good?

3) If seller is liable and dispute escalates, is buyer entitled to full amount of alleged refund plus "10 hours of [his] time to deal with the situation"?

Thanks again.

[Conrad Hunter]

Personally no idea for 1 and 2, however (3) is nonsense. Nobody would ever get that in court. There is just no way to collect on the time it alleged took someone to deal with a situation, other than a paid and hired attorney. I bet it didn't take any ten hours either, but that is his cost of doing business. Just too bad.

If the buyer (middle man) issued a refund to his customer is his business. Nobody else is responsible for that and nobody is obligaged to make him whole or share in that refund. Chances are he still made money on the deal and his only loss is expected profit.

[Mr. Knowitall]

If the manufacturer wanted to try to save the sale and avoid confusion, the seller could have said something along the lines of, "I will fix this at no additional cost" - no need to confuse the designer/buyer or scare the end customer with an inflated price quote.

Are you stating that the designer/buyer reupholstered the chaise sofa to try to fix the manufacturer's mistake, but that the end customer was not satisfied? So a full refund was issued to the end customer and the designer/buyer still has the sofa?

1) If seller's original quote to cure defect (retail price) was not the price the seller was actually going to charge the buyer (see note above), and this fact was communicated to the buyer, did the buyer accept the good "as is"?

From what you have told us, the manufacturer/seller in essence told the designer/buyer, "Even though this is completely my fault, I am going to charge you a huge markup to fix it," which caused the designer/buyer to try to fix the problem his/herself in order to avoid that huge markup. As the manufacturer/seller would not fix the problem it created, it sounds like the designer/buyer is entitled to reasonable compensation for the cost incurred in correcting the problem caused by the manufacturer/seller. I don't have enough details to comment on what incidental or consequential damages might be justified, or the amount of the damages.

2) If seller was not given an opportunity to amend her offer to cure, and buyer proceeded to re-upholster the piece without informing the seller, does this constitute an improper rejection of the good?

What do you mean, "given an opportunity"? Was the manufacturer/seller's dialing finger broken, such that it could not immediately call and inform the designer/buyer, "Sorry for the confusion we created when we just spoke - we're actually willing to fix the problem we caused at absolutely no cost to you"?

3) If seller is liable and dispute escalates, is buyer entitled to full amount of alleged refund plus "10 hours of [his] time to deal with the situation"

It's a simple contract case, so I would not expect the buyer/designer's time to figure into damages.

Apparently this was a huge mistake by the manufacturer, and there's no dispute that the piece needed substantial work (apparently to be completely reupholstered) to fix the problem. When the manufacturer wouldn't do that as part of the originally negotiated price, the designer/buyer apparently attempted to mitigate his damages by reupholstering the piece to bring it up to standard. The designer/buyer may be able to make a case that its damages are ((The amount paid to the manufacturer) + (the cost of reupholstery) + (the amount of its lost profit) - (the present retail market value of the sofa)). But we don't have enough details to speak with certainty.