Created Gemstones, Inc. v. Union Carbide Corporation

Summary

The New York Court of Appeals reversed the Appellate Division’s grant of summary judgment on Union Carbide’s counterclaims for payment on goods already delivered, holding that such summary judgment is improper where factual issues remain about whether the seller breached the sales contract. The Court based its decision on UCC §2-717, which permits a buyer to set off damages from the purchase price, making the seller’s claim contingent on the breach determination.