News & Noteworthy

Authored - NJ Contract Law Update - Court Allows Good Deed to Go Unpunished
JANUARY 07, 2013 | Windels Marx - Commercial Litigation

In Skylands Sadderly v. Haggerty, ____ N.J.Super. ____, 2012 WL 5372128 (App.Div. 2012), the Court decided not to 'punish' a saddle company--which had agreed to "a few more days" for return of a saddle by a customer (with a refund)--by adding an additional period of time to the limited courtesy extension thus agreed to.

The defendant customer had purchased a saddle with a seven-day trial period. Eight days later, the customer asked for an extension "for a few more days", which was implicitly granted. Interestingly, the candid admission by Skylands--which had not responded to this request but admitted that it subjectively agreed--was ostensibly deemed enforceable. However, this was dictum in the case, since any reasonable deadline was eventually surpassed.

The "few more days" implicitly agreed-to became many more days--at which point Skylands deposited the check. The next day, the customer "appeared at Skyland's place of business seeking to return the saddle and obtain back her money. Skylands refused and thereafter commenced this action as a result of Haggerty's stopping of payment of her $676 check."

The Court found (either explicitly or implicitly) that:

  1. Acquiescing (after the seven-day period) to "a few more days" could have been an enforceable waiver.
  2. Twelve days was more than one could reasonably infer from "a few more days".
  3. Partial waiver--"a few more days"--should not be transferred into a broader waiver such as twelve days.
  4. The additional "few days" agreed-to was described as an "accommodation". Analytically speaking, it would be difficult to know what to 'do' with that conclusion, were it more than dictum. Presumably, the Court would have found, if necessary, that there may have been a partial waiver1--but not one as broad as the defendants suggested.
  5. The Court would not rewrite an unambiguous agreement, at defendants' suggestion, to include "a right to a reasonable period of time after termination of the trial period in which to return the saddle." Of course, 'circumstances alter cases'; and had defendant acted a couple of days earlier--or (looked at another way), had the trial period expired and defendant then showed up at Skylands the next day saying that the time expired the midnight before and Skylands was not open until the next morning--or perhaps offering another excuse for unavailability for a partial day (or other permutation, such as timely notice and then a visit perhaps a day later)--the outcome might have been different. And sometimes a "time of the essence"2 issue lurks in these cases.

The moral of the story is not to expect clear terms (even consumer-oriented terms) to be extended beyond the actual language of the agreement. However, if the 'hourglass' has ostensibly run out, perhapsthe deadline can be retrieved in some fashion by extremely prompt action--but without such promptness, there is no chance.

Contact & Legal Disclaimer

Clark Alpert is the author of Guide to New Jersey Contract Law, published by the New Jersey Institute for Continuing Legal Education, originally published in 2007 and updated in November 2011. His updates on New Jersey contract law are based in recent issues and practical methods for addressing similar situations in your practice or business. They are not intended to serve as legal advice. Clark welcomes your questions and comments.

1 Or similar legal theory.
2 Vel non.

Windels Marx helps you harness opportunity and mitigate risk with a team that provides your business with the service, quality and value essential to a trusted relationship.