Archstone v. Tocci Building Corp. of New Jersey, Inc., 101 A.D.3d 1057

This appeal involves water intrusion and damage at a newly constructed apartment complex; Tocci Building Corp. of New Jersey, Inc. (Tocci) sues as general contractor, and Universal Forest Products (Universal) supplied exterior wall panels.
Tocci asserts a breach of contractual warranty by Universal for wall panels with gaps between oriented strand board sheets wider than permitted, contributing to water damage, prompting Tocci to seek indemnification and related relief.
Universal moves for summary judgment to dismiss breach-of-warranty and indemnification claims and to be declared not obligated to defend Tocci in the main action.
Massachusetts law governs the contract under UCC article 2 by the parties’ agreement, with the governing law identified as Massachusetts and with notice requirements under Mass. Gen. Laws Ann. ch. 106, § 2-607 applying.
Tocci gave notice of the alleged breach more than two years after final delivery and installation of the wall panels, which the court held unreasonable as a matter of law under § 2-607(3).
The court concluded Universal established prima facie entitlement to judgment by showing the panels were not designed to be impermeable to water, and Tocci failed to raise a triable issue that the gaps proximately caused the water damage.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Notice timing under UCC 2-607	Tocci argues notice was timely or at least not barred by late notice.	Universal contends Tocci’s notice was untimely and thus barred remedies.	Notice requirement barred remedies under 2-607.
Whether panels breach impermeability	Tocci contends gaps caused water intrusion constituting breach.	Universal shows panels were not designed to be impermeable to water.	Universal established no breach by lack of impermeability.
Causation of water damage	Tocci claims gaps proximately caused water damage and damages.	No triable issue that gaps caused the damage under UCC 2-715.	Tocci failed to raise triable issue of proximate cause.
Indemnification and defense obligations	Tocci seeks defense/indemnity under contract for the main action.	Universal argues it bears no defense/indemnity obligation given the breach issues and notice ruling.	Universal not obligated to defend or indemnify Tocci; declaratory relief appropriate.

P & F Constr Corp. v. Friend Lumber Corp. of Medford, 31 Mass. App. Ct. 57 (Mass. App. Ct. 1991) (apparent construction defects require timely inspection and notice)
Brewster Wallcovering Co. v Blue Mt. Wallcoverings, Inc., 68 Mass. App. Ct. 582 (Mass. App. Ct. 2007) (notice provisions govern UCC claims in contract)
Banco Popular N. Am. v Victory Taxi Mgt., 1 NY3d 381 (N.Y. 2004) (triable issue required for causation standards in breach cases)
Spellman v Shawmut Woodworking & Supply, Inc., 445 Mass 675 (Mass. 2006) (guides declaratory relief and indemnification considerations)
Johnson v Modern Cont. Constr. Co., Inc., 49 Mass App Ct 545 (Mass. App. Ct. 2000) (discussion of damages and indemnification implications)
Lanza v Wagner, 11 NY2d 317 (N.Y. 1962) (foundational standard for declaratory judgments and related relief)