LTL Acres L.P. v. Butler Manufacturing Co.
S13C-07-025 ESB
| Del. Super. Ct. | Dec 16, 2016Background
- LTL Acres owns the two-story Janosik retail building finished Oct. 2006; exterior EIFS-like finish (Dryvit) was applied to Butler Koreteck insulated steel panels.
- Building leaked from early on during heavy rains; cracking in Dryvit finish and wall deflection were reported by LTL’s construction manager by 2008.
- Dryvit issued a 10-year limited material warranty promising repair/replacement of defective Dryvit materials and requiring written notice within 30 days of discovery; Dryvit disclaimed liability for damages not "solely and directly" caused by its materials.
- LTL sued Dryvit (and others) in 2013 alleging breach of warranty and seeking monetary damages; LTL’s expert later attributed most fault to Butler panel delamination and poor window/door penetrations, with Dryvit cracks being a lesser contributor.
- Court granted Dryvit’s summary judgment: LTL’s breach-of-warranty claims were time-barred under 6 Del. C. §2-725, LTL failed the warranty’s 30-day notice condition, Dryvit’s products were not the sole and direct cause of water intrusion, and the warranty’s repair-or-replace remedy did not fail of its essential purpose.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Accrual / statute of limitations | Cause of action accrued when Dryvit refused warranty or when source identified (May 15, 2012) | Claim accrued when defects in Dryvit performance were discovered/should have been discovered (by Dec. 14, 2008) | Accrual was by Dec. 14, 2008; claim time-barred under 4-year statute |
| Tolling doctrines (inherently unknowable, waiver, estoppel, fraudulent concealment, continuing breach) | Tolling applies; discovery was later and issues remained | LTL abandoned tolling arguments in briefing and failed Rule 56(f) showing; no evidence to toll | Tolling arguments rejected for procedural abandonment and lack of proof |
| Warranty notice condition (30 days) | LTL did not receive warranty until 2010; 30-day provision is unreasonable or not agreed to; reasonable notice sufficient | LTL received warranty at purchase per its own complaint; 30-day notice is a valid precondition and must be complied with | LTL alleged receipt at purchase; failure to provide written 30-day notice bars warranty claim |
| Causation and remedy under warranty | Dryvit’s remedy fails essential purpose; monetary damages available | Dryvit’s warranty limits remedy to repair/replace; Dryvit not liable for damages unless Dryvit materials were sole and direct cause | Dryvit products were not sole/direct cause; repair-or-replace remedy stands; monetary damages barred |
Key Cases Cited
- Moore v. Sizemore, 405 A.2d 679 (Del. 1979) (summary judgment standard and burden allocation)
- Celotex Corp. v. Catrett, 477 U.S. 317 (U.S. 1986) (nonmoving party cannot rest on pleadings to resist summary judgment)
- Burkhart v. Davies, 602 A.2d 56 (Del. 1991) (summary judgment and when judgment is appropriate)
- Ebersole v. Lowengrub, 180 A.2d 467 (Del. 1962) (view evidence in light most favorable to nonmoving party)
- LTL Acres Ltd. P’ship v. Butler Mfg. Co., 136 A.3d 682 (Del. 2016) (interpretation of UCC §2-725(2) regarding warranties extending to future performance)