Breach and Damages

Question 1

UCC Performance

Answer 1

Buyer- somebody purchased or ordered goods
Seller- Somebody shipped or delivered goods

Question 2

What is the perfect tender rule ?

Answer 2

UCC 2601- The goods either are or they arent conforming
and
the delivery either occurs properly or it doesn’t occur properly

Question 3

UCC Performance

Answer 3

Buyer
*somebody purchased or ordered goods
* the buyer can either accept the goods or reject them
* Note that the buyer can also accept only those goods that are conforming and reject the rest that arent conforming/

Seller
* somebody shipped or delivered goods
* the seller can either cure the failure to deliver properly or not

Question 4

UCC Breach chart

Answer 4

Perfect Tender Rule 2-601
+
Defect? If not, no BREACH.
If yes then,
Time for performance
or
Reject or Revoke

** TIME FOR PERFORMANCE If performance is NO seller may cure damages still possible
** If yes performance did the seller reasonably believe goods were acceptable with possible discount? If not move to damages.

If REJECT OR REVOKE
*** If rejected move to damages, wrongful rejection also possible
** If acceptance may be revoked if defect difficult to discover or buyer believed defect would be cured. Mov to damages

Question 5

Repudiation / Anticipatory repudiation

Answer 5

UCC
+
perfect tender rule
+
if no defect no breach
+
if yes defect yes breach
+
if TIME EXPIRED
+
IF no move directly to damges
+
if yes time expired then did seller reasonably believe that the goods would be acceptable with a discount? if not move to damages.
+
IF REJECTED OR REVOKED
+
If rejected move to damages
+
If accepted may be revoked of defect is difficult to discover or buyer believed defect would be cured. move to damages.
** Seller can resale for price market and sue for lost profit, lost volume, sale price
*** Buyer can cover or market price for consequential damages

Question 6

Repudiation / Anticipatory Repudiation

Answer 6

Common Law
+
Substantial Performance or Material Breach
+
If substantial performance then performance is not suspended
or
If there is a breach got to BRAGS analysis, then cure, then BRAGS + ability to secure substitute performance
or
Material breach then you suspend performance
+
If there is a breach both parties must continue to perform but non breaching party may sue for damages in partial breach with expectation /reliance damages or compensatory / restitution

if there is no breach party may cease performance and sue for all available damages under total breach.

Question 7

Case to reference

Answer 7

Ramirez v autosport
In the Ramirez v. Autosport case, several issues arose under the Uniform Commercial Code (UCC) regarding whether a buyer could reject goods with minor defects and whether a seller could cure those defects. Let’s delve into the details:

Background:
Mr. and Mrs. Ramirez visited Autosport after a mobile home show at the Meadowlands Sports Complex.
On July 20, 1978, they agreed to purchase a new camper and trade in their existing van.
The contract reflected a $14,100 purchase price for the new van, with a $4,700 trade-in allowance for their old van.
The net price after adjustments was $9,902.
The contract stipulated delivery on or about August 3, 1978.
Defects and Delivery:
On the delivery date, the Ramirezes found several defects in the new van: scratched paint, missing electric and sewer hookups, and uninstalled hubcaps.
Autosport’s salesman advised them not to accept the camper due to its unreadiness.
Despite multiple calls, the Ramirezes were unable to take delivery until August 14.
Even then, the van had issues, including wet cushions and unfinished exterior paint.
Buyer’s Rights and Rejection:
The main issue was whether the Ramirezes could rightfully reject the van due to these minor defects.
The trial court ruled in favor of the Ramirezes, awarding them the fair market value of their trade-in van.
The Appellate Division affirmed this decision12.
In summary, the case highlights the importance of buyer rights under the UCC, allowing rejection of goods with defects and cancellation of contracts when necessary. The Ramirezes’ rejection was upheld, emphasizing consumer protection in commercial transactions.

Question 8

Case to reference

Answer 8

BP Development VP Lafer enterprises
In the case of B.P. Development and Management Corp. v. P. Lafer Enterprises, several legal issues arose, centering around a contract dispute. Let’s delve into the details:

Background:
B.P. Development and Management Corporation (BP) entered into a contract with P. Lafer Enterprises, Inc. (Lafer).
The purpose of the contract was for Lafer to deliver holiday-themed hangings to decorate BP’s shopping mall.
The hangings were intended to enhance the mall’s ambiance during the holiday shopping season.
However, when the hangings arrived, BP was disappointed with their quality.
Quality and Disappointment:
Despite the hangings’ subpar quality, BP decided to use them since they had no time to find an alternative supplier.
During the holidays, the hangings adorned the mall, albeit not meeting BP’s expectations.
BP requested that Lafer accept a reduction in the contractually agreed-upon price due to the hangings’ deficiencies.
Lafer declined BP’s request.
Legal Claims:
Lafer sued BP, alleging breach of contract, quantum meruit, and civil theft.
BP, in turn, filed a counterclaim.
The trial court granted summary judgment in favor of Lafer and denied BP’s motion to amend its counterclaim to seek damages for nonconforming goods.
Appellate Court Decision:
BP appealed to the local Florida district appellate court.
The court upheld the trial court’s decision, affirming Lafer’s right to recover based on breach of contract.
Additionally, BP’s attempt to seek damages for nonconforming goods was denied.
In summary, the case underscores the importance of adhering to contractual obligations and the consequences of failing to meet quality expectations in commercial transactions123.