Problem.Dispute.Hotel scale models

     A developer hired Architecture Associates ("AA") to design and prepare plans and a scale model for a new hotel. After preparing plans for the new hotel, AA sent the plans to two separate entities, Model Maker M ("MMM") and Model Maker T ("MMT"), each of which specialized in the fabrication of scale models. AA planned to use at least one of the scale models in a presentation of its design to the developer.

     MMM and MMT had fabricated scale models for AA for several years pursuant to master written, signed agreements between AA and MMM and between AA and MMT. These identical master agreements covered the details of performance by each party "in accordance with plans to be furnished by AA from time to time."   Neither master agreement made any reference to the weight of scale models, but custom in the industry was that scale models were to weigh from 10-12 lbs. so that they could be easily moved. Both agreements excluded the recovery of consequential damages by AA but did not otherwise limit remedies.

     Together with the plans for the new hotel, AA sent identical signed notes to MMM and MMT that stated: "On the advice of our workers’ compensation insurance company, to prevent injuries, we need these models to come in at no more than 10 lbs. Please deliver no later than August 15."

     MMM and MMT both delivered the models to AA late in the day on August 15. The model fabricated by MMM weighed 9.5 lbs. but had some incorrect dimensions for one wing of the hotel. The model fabricated by MMT weighed 10.5 lbs. but was otherwise proper. At the meeting with the developer beginning at 8:30 a.m. on August 16, AA displayed both models because it had not yet had a chance to inspect and choose between them. The developer preferred the model fabricated by MMM precisely because of the different (and incorrect) dimensions of that model. AA said that its design could easily be changed to accommodate the developer’s preference.

     On August 17, the developer called AA to inform AA that the project had been cancelled because of financing problems and told AA to send the developer an invoice for services rendered to date.

     AA returned the MMM model to MMM with a note stating that the dimensions were incorrect and that AA did not want the problem corrected. AA returned the MMT model to MMT with a note stating that the model was too heavy and that AA did not want the problem corrected. In response, MMT told AA that at the time of shipment its model appeared to weigh 9.8 lbs. but that after shipment MMT discovered that the scale used to weigh the model had not been functioning properly. MMT also told AA that it would be able quite quickly and easily to reduce the weight of its model to 10 lbs., but AA still said that it didn’t want the problem corrected.

     Representatives of MMM and MMT sent to AA invoices for payment in full. When AA refused to pay, representatives of each called to complain and threatened suit. Advise AA rights and obligations.  See U.C.C 2-105(1), 2-607(1)- (3), 2-709(1), 2-606, 2-602, 2-513(1), 2-601, 2-703, 2-508, 1-203, 2-608.  Would your advice be affected if the relevant jurisdiction has adopted R.U.C.C. 2-508?