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'Failure of essential purpose as codified in Tennessee Code Annotated § 47-2-719 'is concerned with the essential purpose of the remedy chosen by the parties, not with the essential purpose of the code or of contract law, or of justice and/or equity.'' Baptist Memorial Hosp., 308 S.W.2d at 346 (quoting Arcata Graphics Co. v. Heidelberg Harris, Inc., 874 S.W.2d 15, 28 (Tenn. Ct. App.1993) (citing 1 James J. White & Robert S. Summers, Uniform Commercial Code § 12-10 (3d ed.)). In contrast to the unconscionability provisions, this code provision ''is concerned only with novel circumstances not contemplated by the parties and does not contemplate agreements arguably oppressive at their inception.'' Id. The Tennessee Court of Appeals has explained further: What then are 'novel circumstances not contemplated by the parties' that would cause a limited contractual remedy to fail of its essential purpose? White and Summers note that [t]he most frequent application of 2-719(2) occurs when under a limited 'repair and replacement' remedy, the seller is unwilling or unable to repair the defective goods within a reasonable period of time.
Thus, the limited remedy fails of its essential purpose, i.e., fails to cure the defect. A remedy ...
