Legal Question in Business Law in California

Re: contract dispute

The applicable law varies somewhat depending upon whether your contract is one primarily for the sale of goods or whether it is predominantly for services, i.e., installation. The dollar value, complexity, etc. of the goods-supply aspects vs. the services aspects will determine whether this contract is governed by the Commercial Code (goods) or the common law of contracts (services).

The Commercial Code requires that the goods tendered in response to a purchase contract conform exactly to any sample furnished by the seller or the contract description. However, non-conforming goods must be rejected either at the time of delivery or within a reasonable time for the buyer to make an inspection. A buyer may lose the right to reject goods if he fails to inspect them before they are installed. Otherwise, a court may order the seller to take back the bars and possibly award damages on top of that.

If this were treated as a contract for installation services, and supply of the bars were a relatively minor aspect, the rules are a little fuzzier and the property owner might be required to accept the wrong-paint bars with an adjustment for the cost to repaint them, or some other remedy based upon what gives the non-breaching party "the benefit of the bargain."

The general rule of damages for breach of contract is to make the non-breaching party whole and place him in the same position, financially, that he would have been in, had the contract been performed according to its terms. In addition, the parties are expected to behave reasonably, show good faith and fair dealing, and take measures to mitigate damages.