Chap 22 Performance

Question 1

performance is

Answer 1

the carrying out of a contracts obligations according to its terms

Question 2

the basic obligation of a seller

Answer 2

in a contract for the sale of goods is to transfer and deliver the goods in a way that conforms to the terms of the contract

tender must be at a reasonable time

Question 3

tender (offer)

Answer 3

of performance by one party obligates the other party to perform

Question 4

tender is an

Answer 4

offer by one party, who is ready, willing and able to perform his obligation to the other party, according to the terms of the contract

Question 5

specific obligation of the parties

Answer 5

are determine by their contractual agreement

Question 6

payment or tender of payment

Answer 6

unless otherwise agreed, is a condition to the sellers duty to tender and complete delivery

unless otherwise agreed, payment is due at the time and place the buyer is to receive the goods, even those the place of shipment is the place of delivery

Question 7

ender of conforming goods

Answer 7

by the seller entitles him to acceptance of them by the buyer and to payment of the contractually agreed-upon price

Question 8

tender of delivery

Answer 8

occurs when the seller obtains and holds conforming goods, makes them available to the buyer and gives the buyer reasonable notification and opportunity to take delivery

Question 9

place of tender is

Answer 9

governed by the contract

if the contract does not specify the place of delivery, then the place of delivery is 1 the sellers place of business if he has one, 2 if the seller has no place of delivery, then the sellers residence, 3 if the goods are at a location other than the sellers place of business or resident the parties know that location then that location is the place for delivery

Question 10

a buyer is required to

Answer 10

accept conforming goods and to pay for them according to the contract and is not required to accept a tender or delivery or nonconforming goods

Question 11

if a tender in any manner is nonconforming

Answer 11

they buyer may
1 accept the whole
2 reject the whole,
3 or accept any commercial unit or units and reject the rest

PERFECT TENDER RULE

Question 12

exceptions to perfect tender rule

Answer 12

agreement of the parties
cure (time left on the clock)
accommodation shipment
installment contract

Question 13

inspection

Answer 13

usually, unless the terms of the contract provide for payment prior to inspection such as COD or payment against documents of title, the buyer has right to inspect the goods before payment or acceptance, in order to determine whether the goods conform to the contract

Question 14

the inspection must be

Answer 14

within a reasonable time

Question 15

buyer must give

Answer 15

prompt notice of any nonconformity

Question 16

the expense of the inspection

Answer 16

is the buyers, unless the goods are nonconforming in which case the buyer can recover the costs of the inspection from the seller

Question 17

COD

Answer 17

collect on delivery

instruction to carrie to get money before delivery

Question 18

rejection

Answer 18

rejection is a manifestation by the buyer of her unwillingness to become owner of the goods

Question 19

rejection of nonconforming goods or tender

Answer 19

is rightful under the perfect tender rule

Question 20

rejection must be made

Answer 20

within a reasonable time that the goods have been tendered or delivered and is not effective unless the buyer seasonably notifies the seller of the rejection

Question 21

if the defect which causes a buyer to reject goods is curable

Answer 21

the buyer must either tell the seller of the defect or she may not use the defect as an excuse for rejecting the goods

Question 22

acceptance

Answer 22

acceptance of goods means a willingness by the buyer to become the owner of the goods tendered or delivered to him by the seller

Question 23

acceptnace occurs

Answer 23

when the buyer, after a reasonable opportunity to inspect the goods 1 signifies to the seller that the goods conform to the contract, 2 signifies to the seller that he will take the goods or retain them in spite of their nonconformity to the contract or 3 fails to make an effective rejection of the goods

Question 24

revocation of acceptance

Answer 24

a buyer may revoke acceptance of defective goods if the nonconformity substantially impairs the value of the goods to him and
1 the buyer accepted the goods on the reasonable expectation that the defect would be cured and it was not seasonably cured
2 the defect was difficult to discover and was therefore not discovered during inspection
or 3 because of the sellers assurances that the goods were conforming

Question 25

revocation gives buyer

Answer 25

the same rights and duties as if he had rejected the goods and is effective when the notification is given to the seller

Question 26

obligation of payment

Answer 26

unless otherwise agreed, payment is due at the time and place the buyer is to receive the goods, even if the place of shipment is the place of delivery

this rule generally makes an allowance for the buyer the right to inspect the goods before paying for them

Question 27

seasonably cured

Answer 27

within time allotted in contract or reasonable time if not time is stated

Question 28

sometimes the performance obligations of one or both parties

Answer 28

may be excused, such as if one party defaults or if the goods which are the subject of the contract are somehow destroyed

the code contains three sections that address the situations which may excuse performance

Question 29

casualty to identified goods

Answer 29

if goods are destroyed before an offer is accepted, the offer is terminated

after the offer is accepted, the rules for passage of risk or loss usually apply

only exception is if the contract is for already identified goods, and these goods are totally lost or damaged, without fault of either party and before the risk of loss passes to the buyer, the contract is avoided and each party is excused from his/her performance obligation under the contract

Question 30

in the case of a partial destruction or deterioration of the goods

Answer 30

the buyer has the option to avoid the contract or to accept the goods with due allowance from the contract price

this allowance or deduction should be sufficient to account for the deterioration or deficiency in quantity

Question 31

non happening of presupposed condition

Answer 31

although increased costs may not be relied upon to avoid a contract obligation, the non happening of a condition which was understood and assumed by both parties when the contract was formed will excuse the sellers performance

this is similar to the common law doctrine of impossibility of performance, but governed under the more liberal code standard of commercial impracticability

Question 32

the code will excuse performance that, through not impossible

Answer 32

is commercial impracticable (more than inconvenient, performance too difficult to require in fairness; or must involve more than mere hardship or increased cost of performance)
the impracticability must be a result of an unforeseen event not within the contemplation of the parties at the time of contracting

Question 33

substituted performance

Answer 33

if neither party is at fault, but the agreed-upon manner of delivering the goods becomes commercially impracticable, a substituted manner of performance, if commercially reasonable, must be tendered and accepted

Question 34

right to adequate assurance of performance

Answer 34

if reasonable doubts arise regarding either party performance, the other party may demand written assurance of performance and until such assurance is received may suspend his own performance

Question 35

the reasonableness of such demand for assurance of performance

Answer 35

is measured by commercial standards

where one partys cooperation is necessary to the agreed performance but is not timely forthcoming, the other party is excused for any resulting delay in her own performance

the non breaching party may either proceed to perform in any reasonable manner or, if the time for her performance has occurred, she may treat the failure to cooperate as a breach

in either event, the non breaching party has all other remedies provided by the code

Question 36

anticipatory repudiation

Answer 36

if, before the time to perform occurs, one party takes an action that makes performance impossible, this action may be considered an anticipatory repudiation

if the repudiation substantially impairs the value of the contract, the aggrieved party may 1 await performance for a commercially reasonable time or 2 resort to any remedy for breach

in either case, she may suspend her own performance

Question 37

the repudiating party may

Answer 37

retract her anticipatory repudiation unless the aggrieved (wronged) party has 1 cancelled the contract or 2 materially changed her position or 3 otherwise indicated that he considers the repudiation final