One Houston Center, a 46-story skyscraper in downtown Houston, was completed in April 1978 and originally owned by Houston Center Corporation (HCC). The exterior included more than 12,000 Twindows, a dual-pane glass window unit manufactured and installed by PPG.By July of 1982, a large number of the Twindows showed fogging and discoloration. At HCC's request, PPG manufactured and installed replacements for one-fourth of the building's windows pursuant to a contractual warranty. The replacement project took more than two years. Several years later, HCC entered negotiations to sell One Houston Center to JMB. During its due diligence, JMB learned of the earlier window problems, and that to a limited extent they continued. When JMB inquired whether any warranties still applied, PPG replied that all had expired. JMB bought the building "as is" in December 1989 as part of a $375 million purchase. HCC assigned to JMB all warranties relating to the building, and JMB waived all Deceptive Trade Practices Act (a state statute that provides remedies for certain unfair trade practices) claims against HCC. The Deceptive Trade Practices Act was designed to protect consumers by encouraging them to bring consumer protection actions. When extensive Twindows problems appeared in 1991, JMB sued PPG for violating the Deceptive Trade Practices Act and breaching warranties issued to HCC.

1. The agreement between HCC and JMB to convey One Houston Center to JMB is governed by common law contract principles and must be evidenced by a signed writing in order to be enforced. 2. The risk of loss on the fogged and discolored twindows did not shift to HCC even though the widows reached their destination. 3. Even if there is no provision in the contract prohibiting assignments, JMB cannot assign its rights under its contract with HCC to acquire One Houston Center to another real estate investor without the consent of HC. 4. Even though JMB is not an intended beneficiary, any warranties made by PPG to Houston Center Corp. (HCC) with respect to the installed windows are assignable to JMB. 5. The agreement between PPG and HCC to manufacture and install the Twindows is governed by the UCC, and any assignment of PPG's rights under the contract automatically delegates PPG's duties to the assignee