Fourth Step: Performance of Art 2 K (6 concepts) Flashcards
what are the 6 things need to know for performance of Art 2 contracts
1) perfect tender
2) rejection of goods
3) cure
4) installment K’s
5) ACCEPTANCE of the goods
6) REVOCATION of acceptance of goods
perfect tender rule
1) perfect tender applies to sale of goods
2) perfect tender means that
(a) goods and
(b) delivery MUST COMPLETELY comply with terms of K
3) buyers option of EITHER
(a) keeping the goods and suing for damages OR
(b) sending the goods back, recovering payments made possibly suing for damages
what does perfect tender mean
(a) goods and
(b) delivery MUST COMPLETELY comply with terms of K
what are B’s options if S failure to make perfect tender
buyers option of EITHER
(a) keeping the goods and suing for damages OR
(b) sending the goods back, recovering payments made possibly suing for damages
what 3 things need to know for REJECTION of goods
1) a less than perfect tender gives B option to reject goods so long as good faith
2) B must take REASONABLE CARE of goods and CANNOT CONTINUE TO USE GOODS and
3) option of rejection b/c of a less than perfect tender is limited by the concepts of
(a) cure
(b) installment K and
(c) acceptance
when can a buyer reject less than perfect tender
gives B option to reject goods so long as GOOD FAITH
during rejection of less than perfect tender can B contiunue to use goods
NO
B must take REASONABLE CARE of goods and CANNOT CONTINUE TO USE GOODS
what concepts limit rejection of less than perfect tender
1) cure
2) installment K
3) acceptance
when are the 2 times S can CURE their less than perfect tender
1) time for performance has NOT YET expired
2) S has REASONABLE GROUND to believe tender would be acceptable, perhaps with a money allowance
- prior dealings and “reasonable grounds” that tender would be acceptable
what is installment K for perfect tender
seller agrees to make multiple performances by seller
what is required for installment K
REQUIRES or AUTHORIZES
1) delivery of goods in separate lots
2) to be separately accepted
what is the buyers right to reject an installment K
where there is a SUBSTANTIAL IMPAIRMENT in that installment that cannot be cured
what is the importance of ACCEPTANCE OF THE GOODS
if the B accepts the goods later, it cannot reject them later
is payment W/O OPPORTUNITY for inspection acceptance
NO
- payment WITHOUT opporunity for inspection is not acceptance
when must the B reject
rejection must be timely
does failing to reject after the B had a reasonble time to reject make acceptance
YES
- if B does not reject w.i reasonable time than acceptance
what does it mean if B keeps the goods
RETENTION IS ACCEPTANCE
- B keeping good w/o objection
what is REVOCATION of acceptance of goods
where B accepted goods but wants to reject
what is the effect of recovcation of acceptance
B returns the goods and S returns the payments
- Limited times B can effect a cancellation of the K by revoking its acceptance of the goods
requirements for revocation of acceptance
1) nonformity substantially impairs the value of the goods
- something really wrong, not just perfect tender
2) excusable ignorance of grounds for revocation or reasonable reliance on S’s assurance of satisfactions -
- reason not see earlier
AND
3) revocation w/i reasonable time after discovery of nonconformity
- reject w/i reasonable time of seeing
simplfied rule for requirements of revocation of acceptance
1) something really wrong, not just perfect tender
2) reason not see it earlier and
3) reject w.i reasonable time of seeing
what page in lecture for break down of all these rules
49
what is perfect tender and what does it apply to
UCC
1) the GOOD and their DELIBERY must conform to the contract in every way
adequate assurances
Under art II if a party has reasonable ground for insecurity with respect to the other party’s performance (reasonably believes the other party will not perform) he may demand assurances that the performance will be on time.
must a demand for adequate assurances be in writing
yes
What if a party does not receive adequate assurances when a demand is made
the party can suspend his own performance
when must a party give adequate assurances when demand is made
within a reasonable time
what happens if adequate assurances are not given within reasonable time
if the proper assurances are not given within a reasonable time, not to exceed 30 days, the party demanding assurances may treat the contract as repudiated
