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<pre>       [NOT FOR PUBLICATION   NOT TO BE CITED AS PRECEDENT] <br> <br>                 United States Court of Appeals <br>                     For the First Circuit <br> <br> <br> <br> <br>No. 98-2159 <br> <br>                   NOVACORE TECHNOLOGIES, INC., <br> <br>                      Plaintiff, Appellant, <br> <br>                                v. <br> <br>                 GST COMMUNICATIONS CORPORATION, <br> <br>                       Defendant, Appellee. <br> <br> <br> <br>           APPEAL FROM THE UNITED STATES DISTRICT COURT <br> <br>                FOR THE DISTRICT OF MASSACHUSETTS <br> <br>            [Hon. Patti B. Saris, U.S. District Judge] <br> <br> <br> <br>                              Before <br> <br>                      Selya, Circuit Judge, <br>                                 <br>                Campbell, Senior Circuit Judge, <br>                                 <br>                   and Boudin, Circuit Judge. <br>                                 <br>                                 <br>                                 <br>     Peter A. Johnson, Anthony E. Kilbridge, and Lane Altman & <br>Owens, LLP on brief for appellant. <br>     Joseph F. Ryan and Lyne, Woodworth & Evarts LLP on brief for <br>appellee. <br> <br> <br> <br> <br> <br>September 24, 1999 <br> <br> <br> <br>                                 <br>

  Per Curiam.  This appeal arises from a dispute over the <br>right to revoke acceptance of a custom-tailored software system.  <br>Plaintiff-appellant Novacore Technologies, Inc. (Novacore) designs <br>customized computer software.  In or around November 1994, <br>defendant-appellee GST Communications Corporation (GST) asked <br>Novacore to design and install a complex international voice <br>callback telephone switch system to service its international <br>telecommunications business.  Following a lengthy negotiation, the <br>parties entered into a contract in March of 1995.  Novacore then <br>designed the system and delivered it to GST in April.  The district <br>court found that GST accepted it that summer.  See Novacore Tech., <br>Inc. v. GST Comms. Corp., 20 F. Supp.2d 169, 185 (D. Mass. 1998).  <br>GST knew then that the system was not fully operational, but <br>nonetheless accepted it, relying (or so the district court <br>supportably found) on Novacore's assurances that necessary fine- <br>tuning would occur within a reasonable time.  See id. at 186. <br>  The relationship between the parties soured when, after <br>Novacore tried for months to "de-bug" the system, GST notified <br>Novacore in October 1995 that it was exercising its "right" to <br>revoke its earlier acceptance.  At the same time, GST demanded the <br>return of all payments theretofore made in connection with its <br>acquisition of the system. <br>  Displeased by this turn of events, Novacore sued GST in <br>a Massachusetts state court.  Citing diversity of citizenship and <br>the existence of a controversy in the requisite amount, GST removed <br>the case to the federal district court, see 28 U.S.C.  1332(a), <br>1441(a), and counterclaimed against Novacore. <br>  The battle lines were clearly drawn.  Novacore maintained <br>that its system fulfilled the conditions of the contract and that <br>GST had failed to give it either enough time or enough cooperation <br>to correct relatively innocuous problems.  Further, Novacore <br>averred that GST had acted in bad faith by prematurely replacing <br>the system with another product.  GST denied these allegations and <br>counterclaimed on grounds that the Novacore system had never <br>measured up to contract specifications and that Novacore, not GST, <br>had acted in bad faith. <br>  After a four-day bench trial, the district court rejected <br>Novacore's claims and found it to be in breach of the agreement.  <br>See Novacore, 20 F. Supp.2d at 186.  Concomitantly, the court ruled <br>that GST had a right to revoke its acceptance in light of the <br>system's failure to perform in accordance with contract <br>specifications.  See id.  The court awarded GST damages equivalent <br>to a refund of the purchase price, together with other relief.  See <br>id. <br>  In adjudicating this dispute, Judge Saris wrote a <br>meticulously detailed opinion in which she concluded that GST, <br>rather than Novacore, should prevail.  Having perused the record <br>and carefully considered the parties' briefs, we find no basis to <br>second-guess her thoughtful decision.  To the contrary, we regard <br>this as a near-perfect situation in which to put into practice our <br>previous preaching that "when a lower court produces a <br>comprehensive, well-reasoned decision, an appellate court should <br>refrain from writing at length to no other end than to hear its own <br>words resonate."  Lawton v. State Mut. Life Assur. Co., 101 F.3d <br>218, 220 (1st Cir. 1996); accord Ayala v. Union de Tronquistas, 74 <br>F.3d 344, 345 (1st Cir. 1996); In re San Juan Dupont Plaza Hotel <br>Fire Litig., 989 F.2d 36, 38 (1st Cir. 1993).  Consequently, we <br>affirm the judgment for substantially the reasons elucidated in the <br>opinion below.  We add only two brief comments. <br>  First:  Novacore in essence beseeches us to reweigh the <br>facts anew.  The appropriate standard of review, however, is <br>considerably more circumscribed.  Following a jury-waived trial, an <br>appellate court is not warranted in rejecting the trial judge's <br>"findings of fact or conclusions drawn therefrom unless, on the <br>whole of the record, [the court of appeals] form[s] a strong, <br>unyielding belief that a mistake has been made."  Cumpiano v. Banco <br>Santander P.R., 902 F.2d 148, 152 (1st Cir. 1990).  The record in <br>this case, read fair-mindedly, does not yield a conviction that a <br>mistake has been made, and no error (clear or otherwise) is <br>discernible.  To be sure, depending how the facts are arrayed, two <br>different versions of the relevant events potentially emerge.  <br>Since the court chose one of these, however, there can be no clear <br>error   and we are powerless to disturb the court's findings.  So <br>viewed, the standard of review dooms Novacore's importunings. <br>  Second:  The parties agree that Massachusetts law <br>controls here.  In Massachusetts, there are two lawful ways to <br>revoke acceptance of a good: <br>    (1) The buyer may revoke his acceptance of a <br>  lot or commercial unit whose non-conformity <br>  substantially impairs its value to him if he <br>  has accepted it <br>        (a) on the reasonable assumption <br>    that its non-conformity would be <br>    cured and it has not been <br>    seasonably cured; or (b) without <br>    discovery of such non-conformity <br>    if his acceptance was reasonably <br>    induced either by the difficulty <br>    of discovery before acceptance <br>    or by the seller's assurances. <br> <br>Mass. Gen. Laws ch. 106,  2-608 (1957).  The lower court found <br>that GST had revoked rightfully under the first of these <br>subsections.  See Novacore, 20 F. Supp.2d at 186. <br>  Novacore responds that GST did not effectively revoke its <br>acceptance of the system under section 2-608(1)(a) for three <br>principal reasons, viz., (1) it (Novacore) did not give GST any <br>reason to believe, at the time of acceptance, that the system would <br>be materially improved; (2) the so-called "debit card problem" <br>could not be a basis for revocation because Novacore never told GST <br>that it could be corrected; and (3) the fact that GST, prior to its <br>revocation, had purchased another product capable of replacing the <br>Novacore system betrayed its belief that the Novacore system could <br>not be perfected. <br>  The district court dealt effectively with this <br>asseverational array.  As to Novacore's first two points, it is <br>undisputed that at the time of acceptance the system did not <br>conform to the contract specifications.  The district court's <br>conclusion that GST would not have accepted a customized system <br>without some assurances that it would eventually conform, see id., <br>derives ample support both from the record and from a commonsense <br>appraisal of business realities.  As to the "debit card" problem, <br>the district court's ruling, at bottom, is a credibility call   and <br>we rarely meddle in such matters.  See, e.g.,  Dedham Water Co. v. <br>Cumberland Farms Dairy, Inc., 972 F.2d 453, 457 (1st Cir. 1992) <br>(acknowledging that appellate courts ordinarily should defer to <br>"the trier's superior ability to gauge credibility"). <br>  The district court's conclusion that there was no bad <br>faith vis--vis GST's acquisition of a replacement system is <br>equally impervious to attack.  See Novacore, 20 F. Supp.2d at 186- <br>87.  GST had a history of purchasing multiple systems, for limited <br>purposes, and it offered a plausible explanation for having <br>purchased a parallel system in this instance.  This evidence, <br>coupled with evidence that despite the Novacore system's patent <br>inadequacies, GST substantially paid for it and gave Novacore <br>nearly six months from the time of installation to get its act in <br>order, adequately grounds the district court's conclusion that GST <br>exercised good faith. <br>  We need go no further.  The judgment of the district <br>court is summarily affirmed.  See 1st Cir. R. 27.1. <br> <br>Affirmed.</pre>

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