Goff, J.
This litigation arises from the sale of forty dump trucks—a transaction in goods governed by the Uniform Commercial Code (UCC). The agreement governing this sale contained a warranty and a one-year limitations period for filing a breach-of-contract suit. Mechanical problems plagued the trucks soon after delivery. Several years later, following sellers’ unsuccessful attempts at repair, buyers sued for breach of warranty.
Under the UCC, a party’s cause of action accrues (thus triggering the limitations period) upon delivery of goods. However, if a warranty explicitly guarantees the quality or performance standards of the goods for a specific future time period, the cause of action accrues when the aggrieved party discovers (or should have discovered) the breach. This is known as the future-performance exception.
As part of the larger issue of whether buyers’ complaint was untimely, this case presents two novel issues for our consideration: (1) whether these parties’ bargained-for warranty falls under the future-performance exception within Indiana’s version of the UCC; and (2) whether the sellers’ conduct—including their efforts at repairing the trucks—could toll the one-year limitations period under the doctrine of equitable estoppel.
We hold that, under the express terms of their agreement, the parties here contracted for a future-performance warranty and any breach-of-warranty claims did not accrue until the buyers knew (or should have known) of the breach. We also hold that, under the equitable estoppel doctrine, a party’s conduct—even relating to the repair of goods—may toll a contractually agreed-upon limitations period when that conduct is of a sufficient affirmative character to prevent inquiry, elude investigation, or mislead the other party into inaction.
However, because there remain genuine issues of material fact relating to both issues, we hold that summary judgment is not appropriate now. We, therefore, affirm the trial court order denying summary judgment and remand for proceedings consistent with this opinion.
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The parties pose the same two questions on transfer: (1) When did Buyers’ causes of action accrue, thus triggering the one-year limitations period? And (2) did Sellers’ conduct toll the limitations period once that limitations period commenced? In resolving this case, we must consider first whether the breach-of-warranty claim accrued on delivery or sometime afterwards. We then discuss whether the limitations period could be tolled once it began.
I. These parties contracted for a one-year limitation period that started when a cause of action accrued.
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…In other words, if the express warranty guarantees the future performance of the goods, then the delivery rule changes to a discovery rule.
Here, the parties dispute whether the Warranty Agreement invoked the future-performance exception and its discovery-of-the-breach rule for determining when Buyers’ breach-of-warranty claims accrued.
II. Because these parties contracted for an express future-performance warranty under the UCC, Buyers’ breach-of-warranty cause of action accrued when they discovered the breach.
Because the future-performance exception applies in only narrow circumstances, courts interpret and apply the exception strictly. See Controlled Env’ts. Const., Inc. v. Key Indus. Refrigeration Co., 670 N.W.2d 771, 778–79 (Neb. 2003) (citing Joswick v. Chesapeake Mobile Homes, Inc., 362 Md. 261, 765 A.2d 90 (2001)). For example, since the statute requires that a warranty must “explicitly extend[] to future performance of the goods,” I.C. § 26-1-2-725(2) (emphasis added), most courts “have held that implied warranties by definition cannot explicitly extend to future performance,” Stumler v. Ferry-Morse Seed Co., 644 F.2d 667, 671 (7th Cir. 1981). See also 2 William D. Hawkland, Linda J. Rusch & Larry T. Garvin, Uniform Commercial Code Series § 2-725:2 (“Almost all courts find that implied warranties do not explicitly extend to future performance.”); id. at n.16 (collecting cases from various jurisdictions). Consequently, courts will generally apply the future-performance exception to breach of express warranties only.
A. The parties here bargained for an express warranty.
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B. The UCC case law and commentary specify three requirements for a future-performance warranty.
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1. A good’s quality and performance go hand in hand.
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2. A limited, exclusive repair-and-replacement remedy does not constitute a future-performance warranty under the UCC because it relates to a seller’s performance.
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3. Under Indiana’s commercial law, an exclusive repair-and-replace remedy must give the parties the benefit of their bargain.
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C. These parties bargained for a future-performance warranty.
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III. Precisely when Buyers discovered or should have discovered the breach of warranty remains a genuine issue of material fact.
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IV. Indiana law allows for tolling a limitations period once it begins.
Our conclusion on the breach-of-future-performance-warranty claim alone supports our decision to affirm the trial court’s denial of summary judgment. However, we elect to address the tolling issue here because any subsequent determination that Buyers failed to discover Sellers’ breach within the limitations period may not be dispositive if Sellers’ actions tolled the limitation period.
The UCC allows for tolling (or pausing) the limitations period once the claim has accrued. I.C. § 26-1-2-725(4). Though the UCC imposes uniform limitation periods, it does not intrude upon state laws governing when that limitations period may be tolled. I.C. Ann. § 26-1-2-725(4) UCC cmt. (“Subsection (4) makes it clear that this Article does not purport to alter or modify in any respect the law on tolling of the Statute of Limitations as it now prevails in the various jurisdictions.”). Indiana law contemplates tolling a limitations period governing a sales contract, either by contractual agreement or by equity.
A. Contracting parties may agree to toll a limitations period, but the parties here did not.
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B. Courts may toll a limitations period under the doctrine of equitable estoppel.
Indiana law allows for tolling a period of limitations under the doctrine of equitable estoppel. See Perryman, 846 N.E.2d at 690–91; Ludwig, 510 N.E.2d at 696–98. This doctrine provides that if a party’s actions prevent another party from obtaining the requisite knowledge to pursue a claim, then “equity will toll the statute of limitations until the equitable grounds cease to operate as a reason for delay.” Perryman, 846 N.E.2d at 690. Equitable estoppel is typically linked to claims of fraudulent concealment, but the doctrine also applies to other conduct that “lull[s] [a party] into inaction.” Paramo v. Edwards, 563 N.E.2d 595, 599 (Ind. 1990). The Paramo Court, citing a long line of precedent, stated that, to establish equitable estoppel, a party’s conduct “must be of a sufficient affirmative character to prevent inquiry or to elude investigation or to mislead and hinder.” Id. at 599 (emphases added). As we discuss below, a party’s efforts at repairing or replacing goods might toll a limitations period under the equitable estoppel doctrine, but whether a limitations period is tolled will depend on the circumstances of the case, not a bright-line rule.
1. Ludwig v. Ford Motor Company did not toll the statute of limitations based on that seller’s repair efforts
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2. Although still good law, Ludwig has limited reach since it was tailored to the facts of that case.
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Balancing these Ludwig perspectives, we still see it as good law, only limited in scope to the facts of that case. Indeed, for our purposes here, Ludwig’s value lies in its instruction that decisions about whether repair efforts can provide equitable reasons for tolling depend on the particular facts and circumstances in each case. Given the equitable estoppel doctrine’s malleable contours, coupled with Ludwig’s limited reach, we recognize that when a seller’s repair actions fall outside the bounds of the original contract (or are fraudulent), that conduct could be of “sufficient affirmative character to prevent inquiry or to elude investigation or to mislead and hinder,” thereby lulling a buyer into inaction and tolling the limitations period. See Paramo, 563 N.E.2d at 599. But like any other decision invoking the equitable estoppel doctrine, deciding whether to toll a limitations period based on a seller’s promises or efforts to repair defective goods will depend on the facts and circumstances of that case.
3. Ludwig is distinguishable from this case and does not control.
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Recall, the trial court found “substantial reasons to toll the statute of limitations in this case.” Appellants’ App. Vol. II, p. 64. While we need not agree with all these reasons, we can affirm the trial court’s order denying summary judgment on any basis sustainable in the record. See Markey v. Estate of Markey, 38 N.E.3d 1003, 1006–07 (Ind. 2015). Since we find this case distinguishable from Ludwig, we cannot say, on this record, that Sellers’ repair efforts did not toll the statute of limitations as a matter of law. In the end, whether Sellers’ conduct—related or unrelated to repair efforts—tolled the limitations period under the equitable estoppel doctrine depends on factual issues best left to the trial court.
Conclusion
For these reasons, we affirm the trial court’s order denying summary judgment and remand for proceedings consistent with this opinion.
Rush, C.J., and David and Massa, JJ., concur.
Slaughter, J., concurs in Parts I and II and in the judgment.