Groebner and Associates, Inc., Respondent,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A24-0537

Groebner and Associates, Inc.,
Respondent,

vs.

VW Dig LLC, d/b/a VW Connect,
an Arizona limited liablity company,
Appellant.

Filed October 21, 2024
Affirmed
Bratvold, Judge

Hennepin County District Court
File No. 27-CV-22-10884

Paul W. Chamberlain, Ryan R. Kuhlmann, Chamberlain Law Firm, Wayzata, Minnesota
(for respondent)

Seth Leventhal, Leventhal PLLC, Edina, Minnesota (for appellant)

Considered and decided by Johnson, Presiding Judge; Bratvold, Judge; and Jesson,
Judge.
*
NONPRECEDENTIAL OPINION
BRATVOLD, Judge
Appellant installs gas piping, and respondent sells gas piping. Appellant refused to
pay for gas piping delivered by respondent, and respondent sued for breach of contract. In

* Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
this appeal from a final judgment for respondent, appellant raises two issues: (1) the district
court erred by determining in its summary-judgment order that material facts related to the
parties’ contract were undisputed and (2) the district court clearly erred by determining,
after a bench trial, that appellant’s rejection of respondent’s product as nonconforming
based on the printline was not “seasonable.” We conclude, first, that the record evidence
supports the district court’s determinations that certain facts were undisputed on summary
judgment and, second, that the district court did not clearly error in its factual findings
following the bench trial. Thus, we affirm.
FACTS
Appellant VW Dig LLC d/b/a VW Connect is based in Arizona and installs “utility
lines and connections.” 1 Respondent Groebner and Associates Inc. (Groebner) is
headquartered in Rogers and supplies natural-gas-distribution materials. Before the
transaction at the center of this appeal, VW Connect bought natural-gas piping from
Groebner several times.
We first turn to the evidence submitted on summary judgment as well as the relevant
procedural history. In 2021, VW Connect asked about buying polyvinyl chloride (PVC)
gas piping from Groebner. On July 14, 2021, the territory manager for Groebner responded
by email to the vice president of VW Connect and forwarded “a spec sheet for a potential

1 The caption is taken from the district court record. Minn. R. Civ. App. P. 143.01 (“The
title of the action shall not be changed in consequence of the appeal.”). The portion of the
caption here identifying VW Connect as an LLC contains a typographical error that reads
“liablity” instead of “liability,” which we do not change.
3
alternative to PVC called ‘Sleeve-It’ made with high density polypropylene (HDPE).”2 The
spec sheet stated that “Sleeve-It is made of HDPE instead of PVC.” Groebner’s email also
asked VW Connect whether “this will work for your needs.”
On July 20, 2021, VW Connect’s e xecutive assistant project manager emailed
Groebner’s territory manager and stated that VW Connect was implementing “new
ordering practices and schedules” and that VW Connect’s purchasing manager “will be
submitting requests for pricing every 60 day s” and “will confirm agreements within 3
business days.” VW Connect’s purchasing manager received a copy of this email, as did
VW Connect’s vice president.
Groebner’s territory manager replied by email on the same day, stating that he had
sent “a spec sheet on a poly sleeve material that meets the spec of PVC” and ask ing if it
had been approved. This email also attached the Sleeve-It spec sheet. Once again, VW
Connect’s purchasing manager received a copy of this email, as did VW Connect’s vice
president.
VW Connect’s executive assistant project manager replied by email, saying, “I
believe it is awaiting approval” from VW Connect’s customer. Groebner’s territory
manager asked by email if VW Connect “would like for [him] to add that material on [their]
quote sheet.” The executive assistant project manager responded by email, stating, “Yes,
please! That would be great!” Other evidence established that VW Connect requested that

2 Groebner submitted evidence to show that it offered VW Connect an alternative to PVC
piping because PVC was in short supply. VW Connect responded with evidence that
Groebner did not inform VW Connect of any shortage. The district court concluded that
Groebner’s reason for offering the alternative product was not material.
4
Groebner cut the gas piping in 20-foot lengths and have “custom printing on them saying
‘GAS SLEEVE.’”
On August 24, 2021, at 12:45 p.m., Groebner’s territory manager emailed
VW Connect with a quote for “Sleeve -It Gas Conduit .” Twenty minutes later,
VW Connect’s purchasing manager replied by email: “Please move forward with this
order.”
The next day, VW Connect’s purchasing manager emailed Groebner that he had
spoken with VW Connect’s vice president and that VW Connect wanted “two truckloads
of 1 1/2 [inch] gas sleeving and [one] truck-load of 2 [inch] gas sleeving for the first order.”
On August 27, 2021, in a separate email chain, VW Connect’s vice president emailed
Groebner’s territory manager, confirming the amount of gas-sleeve product ordered.
On August 30, 2021, Groebner’s territory manager emailed VW Connect an order
acknowledgment, which included the amount, length and width of gas piping and the total
purchase price of $215,443.20.
On September 15, 2021, VW Connect’s purchasing manager emailed, seeking an
“updated delivery ETA,” and Groebner’s territory manager responded that “it is still on
schedule for the week of 11-02.” Before delivery by Groebner, VW Connect replaced its
purchasing manager.
On November 7, 2021, Groebner delivered two truckloads of Sleeve -It gas piping
to VW Connect. On November 10, 2021, VW Connect’s new purchasing manager emailed
Groebner’s territory manager, asking Groebner to hold production on the Sleeve-It gas
piping: “We ordered PVC not HDPE check you[r] records.”
5
In December 2021, Groebner emailed an invoice for $59,270.40 to VW Connect for
the product delivered. VW Connect did not pay the invoice. In May 2022, Groebner made
a written demand for payment, asking that VW Connect pay the balance owed and accept
delivery of the rest of the custom order for Sleeve-It gas piping. VW Connect did not pay
the amount demanded and instead asked Groebner to pick up the Sleeve-It piping that had
been delivered.
In July 2022, Groebner sued VW Connect, seeking damages for breach of contract
and, in the alternative, promissory estoppel. The complaint alleged that “VW Connect
placed a non-cancellable order of customized materials” and “breached the contract by
cancelling the non-cancellable Purchase Order and by failing to pay Groebner.”
VW Connect answered, denying many factual allegations and asserting that “the product
supplied was nonconforming to the order that was placed.”
Groebner moved for summary judgment. Groebner argued that “there is no genuine
dispute of material fact” and that it was entitled to summary judgment for the unpaid
invoices plus interest and attorney fees. VW Connect opposed summary judgment.
After a hearing, the district court denied summary judgment. First, the district court
agreed with Groebner that undisputed evidence established that the parties formed a
contract when VW Connect accepted Groebner’s offer for Sleeve -It gas piping. Second,
the district court determined that the parties submitted conflicting evidence about whether
Groebner delivered a nonconforming product. The district court concluded that whether
Groebner “delivered a usable product and whether the timing of [VW Connect’s] rejection
was reasonable are factual determinations” for trial.
6
Still, the district court noted that Minn. R. Civ. P. 56.07 “permits the court to state
which material facts are not genuinely at issue in the case, even if it does not grant summary
judgment.” Accordingly, the district court determined that these facts were undisputed: “a
contract for the purchase of Sleeve-It with HDPE was formed, based on the specifications
set forth in the August 24, 2021 Quote, . . . for the amounts set forth in the . . . Order
Acknowledgement”; the VW Connect purchasing manager “had the apparent authority to
accept the contract”; and “the contract was accepted by VW Connect.” The district court
also determined that the “only material issues remaining in dispute for trial” were
(1) “whether VW Connect was lawfully entitled to reject the Sleeve It, and if so, whether
the rejection was within a reasonable time after delivery,” (2) the amount of Groebner’s
damages, and (3) “what amount of attorney fees and interest, if any, are due to Groebner.”
After a bench trial i n August 2023, the district court filed findings of fact,
conclusions of law, and an order for judgment.
3 The district court considered
VW Connect’s two asserted two reasons that the product was not conforming. 4 First,

3 The district court’s order stated additional findings related to the amount of damages,
some of which were also established as part of the summary-judgment record. The district
court found that Groebner delivered “[t]wo truckloads of Sleeve-It product” to
VW Connect on November 7, 2021, and that VW Connect rejected the product “because it
was HDPE and did not have bell-ends.” The district court also found that a “second
shipment of Sleeve-It was produced by the manufacturer but not delivered, based on the
rejection of the first shipment” and VW Connect’s refusal to coordinate a delivery date.
And the district court found that, on November 9, 2021, VW Connect’s new purchasing
manager emailed Groebner to “request[] cancellation of the remaining Sleeve-It order” and
that Groebner “was able to stop production of the remaining Sleeve-It order.”

4 The district court noted that, at summary judgment, VW Connect claimed that Groebner
delivered nonconforming product for a third reason—the gas piping was nonconforming
because it was made of HDPE rather than PVC. The district court reasoned that, because
7
VW Connect pointed out that the gas piping had no bell-ends, so the product needed to be
connected some other way. The district court found that it was “known in the industry” that
HDPE “cannot be made with bell-ends,” and the district court found credible Groebner’s
evidence that VW Connect knew the Sleeve -It gas piping “would not feature bell-ends
before it entered into the contract.”
Second, VW Connect claimed that “the printline on the gas sleeve was illegible or
incomplete.” The district court determined that “VW Connect did not assert defects with
the printline as a basis for rejection of the Sleeve-It product until February 9, 2023”—in
response to Groebner’s discovery requests. Because “the printline defect was not latent and
could have been discussed after a reasonable examination of the product,” the district court
concluded that raising the printline defect “more than a year after delivery of the product”
was not “seasonable” notice, relying on a provision of the Uniform Commercial Code
(UCC). The district court also rejected VW Connect’s evidence that the printline was
illegible.5

VW Connect accepted Groebner’s offer for HDPE, not PVC, this was not a valid reason to
reject the piping.

5 The district court relied on three pieces of evidence to determine that the printline on the
gas piping was conforming. First, the district court determined that “there was no allegation
that the printline was defective on the Sleeve-It product which was produced but not
delivered to VW Connect” and that “VW Connect would not have had any basis to reject
the second shipment before even seeing the printline on the product.” Second, the district
court relied on testimony and photographs that VW Connect offered into evidence and
noted that “it is more likely that these defects arose as a result of the product being exposed
to . . . the sun over the fifteen months between delivery” and the time the photos were
taken. Third, the district court observed that a photograph of the Sleeve-It product taken at
the manufacturing plant showed an intact printline.
8
The district court determined that Groebner’s damages for breach of contract totaled
$147,828.98, including all unpaid invoices, a finance charge, and interest. Groebner sought
attorney fees under Minn. R. Gen. Prac. 119, which the district court granted. The district
court directed entry of judgment for Groebner in the amount of $147.828.98 in damages
and $80,231.25 in attorney fees, for a total judgment of $228,060.23.
VW Connect appeals.
DECISION
I. The record supports the district court’s summary-judgment determinations
that certain material facts were undisputed and that the parties entered into a
valid contract for the purchase of Sleeve-It gas piping.
Under Minn. R. Civ. P. 56.07, when the district court “does not grant all relief
requested by the [summary-judgment] motion, it may enter an order stating any material
fact . . . that is not genuinely at issue and treating the fact as established in the case.” “A
genuine issue of material fact exists if a rational trier of fact, considering the record as a
whole, could find for the nonmoving party.” SVAP III Riverdale Commons LLC v. Coon
Rapids Gyms, LLC, 967 N.W.2d 81, 84 (Minn. App. 2021). When reviewing a
summary-judgment order, appellate courts determine “de novo whether a genuine issue of
material fact exists.” STAR Ctrs., Inc. v. Faegre & Benson, L.L.P., 644 N.W.2d 72, 76-77
(Minn. 2002). Appellate courts view the evidence submitted on summary judgment in the
light most favorable to the nonmoving party. See Montemayor v. Sebright Prods., Inc.,
898 N.W.2d 623, 628 (Minn. 2017) (“All doubts and factual inferences must be resolved
against the moving party.” (quotation omitted)).
9
VW Connect is the nonmoving party and argues that the district court erred by
determining on summary judgment that VW Connect accepted Groebner’s offer to produce
and deliver Sleeve-It gas piping made of HDPE. According to VW Connect, it was “clear
beyond any dispute . . . that VW Connect never expressly agreed to buy HDPE from
Groebner” and “[t]here is no document wherein VW Connect requests or orders gas sleeve
made from HDPE by name.” VW Connect also contends that there was a credibility issue
for trial. While Groebner offered evidence that employees from each company discussed
using HDPE instead of PVC, VW Connect submitted the affidavit of its vice president ,
who “unequivocally denied” that these discussions “took place.” Groebner counters that
we should affirm the district court’s “detailed legal analysis of each of the elements [of
contract formation] , finding that Gro ebner made a written offer of HDPE sleeves,
VW Connect accepted the offer by email, and there was consideration of the agreed
purchase price.”
“The formation of a contract requires communication of a specific and definite offer,
acceptance, and consideration.” Com. Assocs., Inc v. Work Connection, Inc., 712 N.W.2d
772, 782 (Minn. App. 2006). The district court determined that the “offer, acceptance, and
consideration are documented” in the email exchanges including the Sleeve-It spec sheet
and Groebner’s quote.
On appeal, VW Connect disputes only whether it accepted Groebner’s offer. We
conclude that t he district court’s determination is supported by the record evidence.
VW Connect’s purchasing manager replied by email to Groebner’s email that presented a
quote for Sleeve-It and told Groebner to “[p]lease move forward with this order,”
10
specifying “the quantity being requested” and later confirming the quantity. The district
court determined that “the uncontradicted evidence at the time the contract was formed”
shows that VW Connect’s purchasing manager accepted Groebner’s offer.
VW Connect contends that, even if the purchasing manager accepted Groebner’s
offer, no evidence shows that the purchasing manager “had the actual, apparent, or implied
authority to do so.” The district court determined that, even if it accept ed as true that the
purchasing manager did not have actual authority to accept the offer, the purchasing
manager had apparent authority to accept the offer. Accordingly, we first consider the
district court’s summary-judgment determination that VW Connect’s purchasing manager
had apparent authority.
“A principal is bound not only by an agent’s actual authority but also by authority
that the principal has apparently delegated to the agent.” Powell v. MVE Holdings, Inc. ,
626 N.W.2d 451, 457 (Minn. App. 2001), rev. denied (Minn. July 24, 2001). To prove
apparent authority, three elements must be satisfied: (1) “[t]he principal . . . held the agent
out as having authority or . . . knowingly permitted the agent to act on its behalf,” (2) “the
party dealing with the agent . . . [had] actual knowledge that the agent was held out by the
principal as having such authority or had been permitted by the principal to act on its
behalf,” and (3) “the proof of the agent’s apparent authority must be found in the conduct
of the principal, not the agent.” Truck Crane Serv. Co. v. Barr-Nelson, Inc., 329 N.W.2d
824, 826 (Minn. 1983).
The district court concluded that the first two elements were undisputed and showed
apparent authority because (1) VW Connect allowed the purchasing manager to use a
11
signature block in his email “that designates him as ‘Purchasing Manager & Panel Shop
Supervisor’” and (2) VW Connect knowingly permitted the purchasing manager “to hold
himself out as ‘purchasing manager’ in emails to Groeb ner.” The district court also
concluded that the third element was undisputed because VW Connect’s executive assistant
project manager emailed Groebner’s territory manager that the purchasing manager “will
be ‘submitting requests for pricing every 60 days’ and that he will ‘confirm agreements
within 3 days.’” VW Connect copied both the purchasing manager and its vice president
on this email.
The district court’s legal analysis of the summary-judgment evidence is sound.
Because VW Connect introduced Groebner to the purchasing manager as the new contact
for “pricing” and “confirm[ing] agreements,” and because VW Connect allowed the
purchasing manager to identify himself as “Purchasing Manager” on his email,
VW Connect held out the purchasing manager as having authority to accept purchase
offers. The summary-judgment record also shows that Groeb ner knew VW Connect was
holding the purchasing manager out as having authority and that VW Connect’s own
conduct established that the purchasing manager had apparent authority. Accordingly, the
district court did not err by determining that it was undisputed that the purchasing manager
had apparent authority to accept Groebner’s offer.
6

6 VW Connect also argues on appeal that Groebner “misle[d] a junior VW Connect
employee” and “trick[ed] him into issuing an order for the wrong product.” At oral
argument, VW Connect’s attorney explained that VW Connect is arguing that Groebner’s
quote was misleading because it stated that VW Connect’s vice president ordered the
product when he had not approved the purchase of Sleeve- It. It is true that Groebner’s
quote lists VW Connect’s vice president as the ordering party. But no record evidence
12
We note that the district court did not exclusively rely on the purchasing manager’s
apparent authority. The district court also cited an August 27, 2021 email from
VW Connect’s vice president that told Groebner, “Bill, [for] our first order we would like
two truck loads of 1 1/2 [inch] and one truck load of 2 [inch] gas sleeve.” After reviewing
all email communications submitted on summary judgment, the district court found that
the emails proved VW Connect accepted Groebner’s offer to deliver Sleeve-It gas piping:
Nothing in the record indicates that there were any other quotes
or orders in progress between the parties between July and
November of 2021; thus, there is no evidence to suggest that
any of the communications from VW C onnect were in
reference to an order other than that contained in the
August 24, 2021 quote [by Groebner] and the August 30, 2021
Order Acknowledgement—Direct Order for Sleeve-It made
with HDPE.

VW Connect also contends on appeal that the district court erred by granting
summary judgment on the formation of a purchase contract between the parties because
VW Connect’s vice president and executive assistant project manager stated in their
respective affidavits that they did not approve the substitution of HDPE for PVC and “were
not aware” of any other VW Connect employees approving this substitution. While we take
these affidavits as true and view them favorably to VW Connect, the affidavits do not
contradict other evidence presented on summary judgment.
The August 24, 2021 email from the purchasing manager tells Groebner to “move
forward with this order” and therefore accepts Groebner ’s offer to deliver Sleeve-It gas

suggests that the quote misled the purchasing manager. Indeed, the purchasing manager’s
email from August 25, 2021, confirmed that he spoke with VW Connect’s vice president
and that VW Connect wanted three truckloads of the gas piping.
13
piping. It is true that VW Connect’s vice president and executive assistant project manager
were not copied on the August 24, 2021 email. But the vice president and executive
assistant project manager attest only that they were not “aware” of another VW Connect
employee accepting Groebner’s offer. While VW Connect’s vice president also avers that
he did not “approve[] the substitution of HDPE for PVC,” VW Connect offers no evidence
disputing the acceptance conveyed by the purchasing manager in the August 24, 2021
email.
Accordingly, the district court did not err by determining that it was undisputed on
summary judgment that VW Connect accepted Groebner’s offer for Sleeve-It, which uses
HDPE instead of PVC.
II. The district court’s factual findings support its legal conclusion that
VW Connect did not seasonably notify Groebner that the gas piping was
nonconforming.
In its brief to this court, VW Connect argues that the district court erred by ruling
for Groebner on the nonconformity issue. “On appeal from judgment following a court
trial, this court reviews whether the district court’s findings were clearly erroneous and
whether the district court erred as a matter of law.” In re Distrib. of Attorney’s Fees,
855 N.W.2d 760, 761 (Minn. App. 2014) , aff’d, 870 N.W.2d 755 (Minn. 2015). “ A
finding is clearly erroneous if we are left with a definite and firm conviction that a mistake
has been made.” Id. (quotation omitted). “In an appeal from a bench trial, we do not
reconcile conflicting evidence”; instead, we “give the district court’s factual findings great
deference and do not set them aside unless clearly erroneous.” Porch v. Gen. Motors
14
Acceptance Corp., 642 N.W.2d 473, 477 (Minn. App. 2002), rev. denied (Minn. June 26,
2002).
Groebner’s brief to this court notes that VW Connect did not provide this court with
a trial transcript. The appellant bears the burden of providing an adequate record on appeal.
Mesenbourg v. Mesenbourg, 538 N.W.2d 489, 494 (Minn. App. 1995). The appellant has
the duty to order any transcript “deemed necessary for inclusion in the record.” Minn. R.
Civ. App. P. 110.02, subd. 1(a). When a party does not provide a trial transcript on appeal,
we “are limited to determining whether the trial court’s findings of fact support its
conclusions of law.” Am. Fam. Life Ins. Co. v. Noruk, 528 N.W.2d 921, 925 (Minn. App.
1995), rev. denied (Minn. Apr. 27, 1995). 7 Thus, to decide whether to affirm the district
court’s decision on the nonconformity issue, we consider whether the findings of fact
support the conclusions of law.
VW Connect makes two arguments in support of its position on the nonconformity
issue. VW Connect contends that the district court erred, first, by determining that “VW
Connect . . . failed to object to the illegible print-line seasonably” and, second, by
“credit[ing] speculative testimony that the print-line on the conduit might have been legible
at the time of delivery but faded over time.” Groebner argues that “the trial court did not

7 VW Connect acknowledges in its brief to this court that it “made the decision not to order
the entire trial transcript” and therefore did not “enable the court of appeals to verify [VW
Connect’s] assertion about the lack of testimony about the print lines.” VW Connect argues
that this court “must rely on [VW Connect’s and Groebner’s] lawyers and their ethical
obligation of candor before the tribunal” under Minnesota Rule of Professional Conduct
3.3. Although attorneys are ethically bound to be candid with the court, the applicable
caselaw and rules of civil appellate procedure provide, as discussed above, that
VW Connect had the burden to provide an adequate record for appellate review.
15
clearly err by rejecting VW Connect’s excuse for failing to pay based on the quality of the
print line on the products Groebner delivered.”
We first address VW Connect’s argument that the district erred by determining that
VW Connect did not seasonably notify Groebner about its objection to the printline as
illegible. The UCC, Minn. Stat. §§ 336.2-101 to .2-725 (2022), governs the sale of goods.
Under Minn. Stat. § 336.2-106(2), goods “conform to the contract when they are in
accordance with the obligations under the contract.” If goods do not conform to the
contract, the buyer may reject them so long as the rejection occurs within a “reasonable
time after delivery.” Minn. Stat. §§ 336.2- 601(1), .2-602(1). Rejection “is ineffective
unless the buyer seasonably notifies the seller.” Minn. Stat. § 336.2-602(1). Thus, a buyer
must seasonably notify the seller of any product nonconformity.
The district court “found [t]wo truckloads of Sleeve-It product were delivered” to
VW Connect in November 2021 and that VW Connect called Groebner the same day the
Sleeve-It was delivered to reject the product because it was HDPE and not PVC . The
district court also found that VW Connect “did not raise any issues with the printline on
the delivered product” until February 2023. The district court concluded that
VW Connect’s notice of the printline defect “more than a year after delivery of the product
cannot be considered ‘seasonable,’ especially because the printline defect was not latent
and could have been discovered after reasonable examination of the product.”
VW Connect does not dispute that it first raised the printline defect in February
2023. VW Connect claims that it “immediately” rejected the gas piping as nonconforming
based on its composition and that doing so “does not vitiate” another reason for rejection,
16
such as the printline nonconformity, which was “relatively non- obvious on receipt.” We
are not persuaded for two reasons.
First, under Minn. Stat. § 336.2-605(1)(a), “[t]he buyer’s failure to state in
connection with rejection a particular defect which is ascertainable by reasonable
inspection precludes the buyer from relying on the unstated defect to justify rejection or to
establish breach” that “the seller could have cured if stated seasonably.” (Emphasis added.)
The district court found that the printline defect “was not latent and could have been
discovered after reasonable examination of the product.”
Second, the district court’s finding that any printline defect was reasonably
discoverable on delivery supports its legal conclusion that “VW Connect is precluded from
asserting” a printline defect as a “basis for rejection” because VW Connect did not raise
the printline defect for over a year after delivery. The district court’s reasoning tracks the
statutory language and is supported by its factual findings . See Minn. Stat.
§ 336.2-605(1)(a).
VW Connect also argues that “the more obvious perceived defect (absence of bell
ends on the delivered product) rendered the print-line issue irrelevant.” VW Connect cites
no legal authority to support this argument. Thus, we need not consider it. See Ganguli v.
Univ. of Minn., 512 N.W.2d 918, 919-20 n.1 (Minn. App. 1994) (stating that this court
declines to address allegations unsupported by legal analysis or citation). Even so, the UCC
contemplates multiple defects and reasons for rejection and imposes the burden on the
buyer to seasonably notify the seller of nonconformities that are “ascertainable upon
reasonable inspection. ” Minn. Stat. § 336.2-605(1)(a). T hus, the district court did not
17
clearly err by determining that VW Connect did not seasonably notify Groebner of any
printline defect.
We therefore affirm the district court’s determination that VW Connect did not
seasonably notify Groebner of any printline defect as a basis for rejection of the Sleeve-It
gas piping. Accordingly, we need not address VW Connect’s other nonconformity
argument that the district court erred by determining that “there is no credible evidence that
the printline was defective on any of the gas sleeve at the time it was delivered.”
Affirmed.