Roth Steel Products, and Toledo Steel Tube Company, Cross-Appellants v. Sharon Steel Corporation, Cross-Appellee

MERRITT, Circuit Judge,

concurring in part and dissenting in part.

I join in Parts I, II, III, and V of the Court’s opinion, and I concur in most of the majority’s discussion of the notice of breach issue in Part IV. I do not believe that a remand is necessary, however. Although the majority accurately identifies the principles that govern the notice requirement, I do not believe that they correctly apply those principles to this case.

Under the law of this Circuit, the adequacy of a plaintiff’s alleged notice of breach is “a mixed question of fact and law.” K &M Joint Venture v. Smith International, 669 F.2d 1106, 1111 (6th Cir.1982). Thus, in *158reviewing an adequacy of notice issue, this Court must first determine whether the District Court employed the correct legal standard; if so, we should affirm the District Court decision if it is supported by substantial evidence. K & M Joint Venture, supra, at 1119 (Holschuh, J., concurring in part and dissenting in part). We should affirm rather than remand because the District Court has already found all the necessary facts and it committed no error in its findings.

In the instant case, Judge Manos invoked alternative grounds for his holdings on the two notice questions. Regarding the 1973 breach of the 1972 contract, Judge Manos held that because plaintiffs’ acquiescence in the higher prices “was obtained in bad faith and by economic duress ... it was not necessary that the plaintiffs voice their objection to the increased prices upon receiving each delivery of steel in the third and fourth quarters of 1973.” (Joint App. at 299 n. 15.) Judge Manos also expressly found, in the alternative, that even if notice was necessary under the circumstances, plaintiffs had complied with such a requirement:

... Sharon was provided adequate notice that the price increase was regarded as a breach of the contract of November 14, 1972, and notice was timely made when the new prices were imposed, and again in October of 1974, when Roth and Toledo terminated all outstanding orders on the books of Sharon.

Id. at 253. The District Court supported this finding by citing the various protests plaintiffs made after Sharon announced its price increase. See id. at 299 n. 15. In affirming the trial court on this notice issue, the majority catalogs precisely these protests, which, it proclaims, constitute timely notice of breach. The majority’s apparent willingness to find ab initio that plaintiffs did give timely notice of breach of the 1972 contract ignores the District Court’s own findings to that effect. Because this secondary finding does not depend on an incorrect legal standard, it should be subject to a “substantial evidence” standard of review.

The same reasoning compels me to disagree with the majority’s disposition of the other notice issue, regarding the late deliveries in 1974. Here again, Judge Manos held first that he did not believe notice of breach was necessary. As an alternative ground for his dismissal of Sharon’s notice argument, however, the District Court explicitly found that plaintiffs had indeed complied with any possible notice requirement under U.C.C. § 2-607:

On the facts of this case, it would be improper to require that the plaintiffs notify the defendant that its shipments were delinquent — a fact of which it was already aware — upon receiving each late delivery of steel.... If, in fact, such notice was required, the plaintiffs satisfied the requirement through numerous oral inquiries and complaints to Sharon by telephone and at meetings with its representatives in 1974. Further notice was provided in letters from Mecaskey to Metzger. Mecaskey sent a letter dated April 3, 1974 which stated: “In view of today’s steel situation, it is becoming increasingly difficult to effectively plan our production. Not only must we contend with lessened steel availability, but with shipping schedules which are increasingly erratic and often having little or no correlation to the wanted date or original promise.” And in a letter dated April 23, 1974, Mecaskey informed Metzger that Roth and Toledo had become “increasingly disturbed by the deteriorization in Sharon’s services” (Plaintiff’s Exhibit 10). Moreover, Sharon received written and oral notice from the plaintiffs in October and November of 1974 complaining that its totally arbitrary business actions were regarded as a breach of its contractual and moral obligations to Roth and Toledo. The court accordingly finds no merit in Sharon’s claim that the plaintiffs should be barred from any remedy for late deliveries in 1974 for failure to provide notice of breach, (citations omitted) (emphasis supplied).

Id. at 267-68.

In remanding the issue of the timeliness of plaintiffs’ notice regarding the 1974 late *159deliveries, the majority needlessly prolongs this already protracted litigation by ordering the District Court to repeat a finding that it has already made. I, therefore, respectfully dissent from that portion of the Court’s opinion vacating the District Court’s order awarding damages for the 1974 late deliveries and remanding the case for findings as to the timeliness of plaintiff’s notice of breach.