Business 8th Edition by Marianne Jennings

Exercise 7

Hillcrest Country Club contacted N. D. Judds Company about replacement of the roof on its clubhouse. Rick Langill served as Judds's representative in negotiating the contract. Hillcrest managers had a brochure that described the RS-18 roofing manufactured by Roof Systems made of galvanized steel laminated with acrylic film called Korad.
Judds maintains Hillcrest received the brochure by calling Roof Systems. Hillcrest managers maintain Mr. Langill gave them the brochures. Mr. Langill generally stamps brochures and attaches a cover letter before mailing them out, but Hillcrest's brochure was not stamped, although it was used as a basis for Hillcrest's specification sheet. The brochure touted a 20-year warranty and promised no chalking, fading, chipping, peeling, or other forms of coating deterioration.
Judds submitted a bid with language that waived all warranties once final payment was made. Hillcrest accepted Judds's bid, and the roof was installed in July 1982. By September 1984, the roof panels on the Hillcrest clubhouse were flaking and required replacement. Judds cited the warranty waiver. Hillcrest replaced the roof at a cost of $80,000 and filed suit against Judds and Roof Systems.
Did Roof Systems' warranty extend to Hillcrest? Was there privity of contract? Is this a UCC § 2-207 problem? Was a contract formed? Does Hillcrest have a warranty? [ Hillcrest Country Club v N. D. Judds Co. , 12 U.C.C.2d Rep. Serv. (Callaghan) 990, 236 Neb. 233 (1990)]