Superwood Corp. v. Siempelkamp Corp.

• Decision Date: 02 October 1981
• Docket Number: No. 51867.,51867.
• Citation: 311 NW 2d 159
• Parties: SUPERWOOD CORPORATION, Plaintiff, v. SIEMPELKAMP CORPORATION and G. Siempelkamp & Company, Defendants.
• Court: Minnesota Supreme Court

311 N.W.2d 159 (1981)

SUPERWOOD CORPORATION, Plaintiff, v. SIEMPELKAMP CORPORATION and G. Siempelkamp & Company, Defendants.

No. 51867.

Supreme Court of Minnesota.

October 2, 1981.

Robins, Zelle, Larson & Kaplan, Robert M. Wattson and David Evinger, Minneapolis, Dorsey, Windhorst, Hannaford, Whitney & Halladay, William J. Hempel, Philip M. Chen, and Stephen R. Duerr, Minneapolis, for plaintiff.

Faegre & Benson, Norman R. Carpenter, Robert L. Schnell, Jr., and Brian B. O'Neill, Minneapolis, for defendants.

Heard, considered and decided by the court en banc.

SCOTT, Justice.

This is a products liability case involving three questions certified to this court by the Federal District Court of Minnesota. The certified questions arise from a case involving the purchase by plaintiff, Superwood Corporation, of a hot plate press manufactured in 1954 by defendant, G. Siempelkamp. The press operated without problem from 1954 to 1975, when the cylinder on the hot plate press failed and could not be repaired. On March 12, 1979, three years after the cylinder failed, plaintiff brought this Federal District Court action based on negligence, strict products liability, breach of warranty, and breach of contract. Plaintiff sought $616,716 in damages because of alleged damage to the press and lost profits.

The federal court granted defendant's summary judgment motion on the contract and warranty claims.¹ With regard to the strict liability and negligence claims, the federal court certified three questions of "uncertain" state law to this court:

CERTIFIED QUESTIONS

1. Is the manufacturer of defective equipment (a press) strictly² liable in negligence to the user of the equipment damaged in its property and business by negligent product manufacture, inspection, or installation supervision?

2. Is the manufacturer of defective equipment (a press) strictly liable in tort to the user of the equipment damaged in its property and business by the product defect?

3. If question 1 or 2, or both, are answered affirmatively, are any or all of the following items of damages recoverable, if directly caused by negligence or defect?

a. Costs of replacement and transportation of a substantial component part of the product.

b. Clean-up labor, including payroll taxes and employee fringe benefits.

c. Repair, replacement, and other factory labor, including payroll taxes and employee fringe benefits.

d. Costs of inspection of the destroyed part and the replacement thereof.

e. Net sales value of production lost, less non-continuing expenses.

f. Increased costs of production from other facilities of plaintiff to supply goods to its Bemidji Nu-Ply plant customers to keep their goodwill.

To answer these questions we must determine whether economic losses arising out of commercial transactions are recoverable under negligence and strict products liability theories.³ Defendant argues that when the Minnesota Legislature enacted the Uniform Commercial Code⁴ (U.C.C.) it created a comprehensive statutory scheme for dealing with the rights and duties of parties to commercial sales transactions. Defendant contends that to allow a tort action would circumvent the system of rights and remedies detailed by the legislature in the U.C.C.

Many courts have considered defendant's argument, the first of which was the New Jersey Supreme Court in Santor v. Karagheusian, 44 N.J. 52, 207 A.2d 305 (1965). In Santor, a commercial plaintiff purchased defective carpeting from a retailer. The New Jersey court held that the plaintiff could proceed against the manufacturer under either strict products liability or the U.C.C.'s warranty provisions. In so holding, the Santor court decided that the U.C.C. did not provide the exclusive set of remedies for cases arising out of commercial transactions.⁵

Soon thereafter, the California Supreme Court considered the same issue in Seely v. White Motor Company, 63 Cal.2d 9, 45 Cal. Rptr. 17, 403 P.2d 145 (1965). The Seely court considered whether a plaintiff could, based on a strict products liability theory, recover the purchase price of a defective truck and the resulting loss of profits for lack of its normal use. In rejecting the Santor holding, Chief Justice Traynor, writing for the California court, recognized that the law of sales was designed to meet the needs of commercial transactions. The court refused to allow a form of recovery that would undermine the law of sales, and not reflect the understanding of the parties. Id. at 15, 45 Cal.Rptr. at 23-24, 403 P.2d at 151. The California court held that economic losses were not recoverable in an action based on strict products liability. In dicta the court also indicated that, even in actions based on negligence, economic losses were not actionable. Id. at 16, 45 Cal.Rptr. at 24, 403 P.2d at 151. The majority of jurisdictions that have considered this issue have followed the holding in Seely.⁶

Although this is a case of first impression in Minnesota, this court has already demonstrated its approval of Seely in Farr v. Armstrong Rubber, 288 Minn. 83, 179 N.W.2d 64 (1970). In Farr, this court stated:

Applying § 402A\'s concept of strict liability in tort will not result in absolute liability of the manufacturer, as Armstrong contends; nor will it supersede the Uniform Commercial Code concept of strict liability in implied warranty, as some commentators fear.

* * * * * *

The laws of warranty still meet the needs of commercial transactions and function well in a commercial setting. See, Seely v. White Motor Co., 63 Cal.2d 9, 45 Cal.Rptr. 17, 403 P.2d 145. However, the Restatement theory of responsibility more adequately meets the public policy need to protect consumers from the inevitable risks of bodily harm created by mass production and complex marketing conditions. McCormack v. Hankscraft Co., Inc., supra.

Id. at 93-94, 179 N.W.2d at 70-71 (emphasis added).

The U.C.C. clarifies the rights and remedies of parties to commercial transactions. For example, there are specific provisions covering warranties, see Minn.Stat. § 336.2-314 (1980); warranty disclaimers, see Minn. Stat. § 336.2-316 (1980); liability limitations, see Minn.Stat. § 336.2-719 (1980); and notice provisions, see Minn.Stat. § 336.2-607 (1980). The recognition of tort actions in the instant case would create a theory of redress not envisioned by the legislature when it enacted the U.C.C. Furthermore, tort theories of recovery would be totally unrestrained by legislative liability limitations, warranty disclaimers and notice provisions. To allow tort liability in commercial transactions would totally emasculate these provisions of the U.C.C. Clearly, the legislature did not intend for tort law to circumvent the statutory scheme of the U.C.C.

In Cline v. Prowler Industries of Maryland, Inc., 418 A.2d 968 (Del.1980), the Supreme Court of Delaware held that, regarding sales transactions, the U.C.C. completely preempted the field of products liability. According to the Delaware court even an injured consumer purchaser would have to look to the U.C.C. for the sole source of remedies. We, however, do not agree that the U.C.C. was intended to preempt the entire area of products liability. Strict products liability developed in large part to fill gaps in the law of sales with respect to consumer purchasers. See Noel, Products Liability of Retailers and Manufacturers in Tennessee, 32 Tenn.L.Rev. 207 (1965); Prosser, The Assault Upon the Citadel (Strict Liability to the Consumer), 69 Yale L.J. 1099, 1124-34 (1960); Traynor, The Ways and Means of Defective Products and Strict Liability, 32 Tenn.L.Rev. 363 (1965). Limiting the application of strict products liability to consumers' actions or actions involving personal injury will allow the U.C.C. to satisfy the needs of the commercial sector and still protect the legitimate expectations of consumers.

For these reasons, we hold that economic losses that arise out of commercial transactions, except those involving personal injury or damage to other property, are not recoverable under the tort theories of negligence or strict products liability. We therefore answer certified questions 1 and 2 in the negative. Because of our resolution of the first two questions, we need not discuss the third certified question.

YETKA, Justice (concurring in part and dissenting in part).

I concur in that portion of the majority opinion that concludes that strict liability in tort cannot be asserted by a commercial plaintiff as a ground for recovery of purely economic injury.

I must dissent, however, to that portion of the majority opinion that concludes that the negligence of a manufacturer cannot be asserted by a commercial plaintiff as a ground for recovery of economic injury.

Actions based on negligence have long been recognized in commercial contexts in this state. See Nieman v. Channellene Oil & Mfg. Co., 112 Minn. 11, 127 N.W. 394 (1910) (retailer recovered damages from the wholesaler for loss of business resulting from the sale of contaminated cooking oil); Ellis v. Lindmark, 177 Minn. 390, 225 N.W. 395 (1929) (recovery allowed for economic damages to plaintiffs' poultry business resulting from, inter alia, wholesaler's mislabeling of raw linseed oil as cod liver oil). The majority is, therefore, abrogating rights long recognized to exist in commercial plaintiffs.

There is no indication that the legislature intended to preempt negligence recovery when it enacted the Uniform Commercial Code (UCC). There are no references in the text or the comments of the UCC from which such preemption can be inferred. Moreover, Minn.Stat. § 336.1-102(3) (1980) provides that the general obligations of the UCC, such as "reasonableness" and "care," may not be disclaimed by agreement. This strongly suggests that the legislature had no interest in protecting negligent commercial parties.

Legislative enactments are not to be construed in derogation of well-established principles of common law unless...