Business Law 13th Edition by Frank Cross, Kenneth Clarkson, Roger LeRoy Miller

تمرين 13

IN THE LA NGUAG E OF THE COURT
PER CURIAM.
* * * * On May 24, 2010, plaintiffs Marc and Bree Kohel entered into a sales contract with defendant Bergen Auto Enterprises, L.L.C. d/b/a Wayne Mazda Inc. (Wayne Mazda), for the purchase of a used 2009 Mazda. Plaintiffs agreed to pay $26,430.22 for the Mazda and were credited $7,000 as a trade-in, for their 2005 Nissan Altima. As plaintiffs still owed $8,118.28 on the Nissan, Wayne Mazda assessed plaintiffs a net pay-off of this amount and agreed to remit the balance due to satisfy the outstanding lien.
Plaintiffs took possession of the Mazda with temporary plates and left the Nissan with defendant. A few days later, a representative of defendant advised plaintiffs that the Nissan's vehicle identification tag (VIN tag) was missing. The representative claimed it was unable to sell the car and offered to rescind the transaction. Plaintiffs refused.
When the temporary plates on the Mazda expired on June 24, 2010, defendant refused to provide plaintiffs with the permanent plates they had paid for. In addition, defendant refused to pay off plaintiffs' outstanding loan on the Nissan, as they had agreed. As a result, plaintiffs were required to continue to make monthly payments on both the Nissan and the Mazda.
On July 28, 2010, plaintiffs filed a complaint in [a New Jersey state court] against Wayne Mazda * * *. Plaintiffs alleged breach of contract. * * * * On February 2, 2012, the court rendered an oral decision finding that there was a breach of contract by Wayne Mazda * * *. On February 17, 2012, the court entered judgment in the amount of $5,405.17 in favor of plaintiffs against Wayne Mazda. [The defendant appealed to a state intermediate appellate court.]
* * * * Defendant argues that plaintiffs' delivery of the Nissan without a VIN tag was, itself, a breach of the contract of sale and precludes a finding that defendant breached the contract. However, the trial court found that plaintiffs were not aware that the Nissan lacked a VIN tag when they offered it in trade. Moreover, defendant's representatives examined the car twice before accepting it in trade and did not notice the missing VIN until they took the car to an auction where they tried to sell it. There is a material distinction in plaintiffs' conduct, which the court found unintentional, and defendant's refusal to release the permanent plates for which the plaintiffs had paid, an action the court concluded was done to maintain "leverage." [Emphasis added.]
* * * The evidence * * * indicated that * * * the problem with the missing VIN tag could be rectified. Marc Kohel applied and paid for a replacement VIN tag at Meadowlands [Nissan for $35.31]. While he initially made some calls to Meadowlands, he did not follow up in obtaining the VIN tag after the personnel at Wayne Mazda began refusing to take his calls.
* * * The court concluded that "Wayne Mazda didn't handle this as-as adroitly [skillfully] as they could * * *." Kevin DiPiano, identified in the complaint as the owner and/or CEO of Wayne Mazda, would not even take [the plaintiffs'] calls to discuss this matter. The court found: Mr. DiPiano could have been a better businessman, could have been a little bit more compassionate or at least responsive, you know? He was not. He acted like he didn't care. That obviously went a long way to infuriate the plaintiffs. I don't blame them for being infuriated.
* * * * * * * Here, plaintiffs attempted to remedy the VIN tag issue but this resolution was frustrated by defendant's unreasonable conduct. We thus reject defendant's argument that plaintiffs' failure to obtain the replacement VIN tag amounted to a repudiation of the contract. * * * * Affirmed.
Legal Reasoning Questions
1. What is a material breach of contract? When a material breach occurs, what are the nonbreaching party's options?
2. What is a minor breach of contract? When a minor breach occurs, is the nonbreaching party excused from performance? Explain.
3. In this case, what were the defendant's main arguments that the plaintiffs should not have been granted relief for Wayne Mazda's breach?
4. Was there a difference in the degree to which the plaintiffs and the defendant failed to perform the contract? Explain. Which party was in material breach?