Page 46 Flashcards
Under the UCC, if a buyer doesn’t seasonably notify a seller of the rejection of nonconforming goods, what happens?
The right to reject is lost
Once the seller has been notified of a rejection of nonconforming goods under the UCC, what right does he have?
Right to cure
When a buyer rejects nonconforming goods under the UCC, what must he do?
State all defects discoverable by reasonable inspection so that the seller has notice of what needs to be cured. Anything that isn’t stated can’t be used to reject the good ones the seller has cured.
What is the good faith rule when it comes to rejection of nonconforming goods under the UCC?
The rejection cannot be motivated by bad faith, otherwise it is a breach and the buyer is liable
After a rejection of nonconforming goods has taken place under the UCC, the buyer that has possession of the goods owes what duty?
Use reasonable care with them, and a merchant must also sell perishable goods for the seller if there’s no agent nearby
Is it possible to revoke an acceptance if the nonconformity of goods substantially impaired the value to the buyer?
Yes, if done within a reasonable time after discovery (or after the time that buyer should have discovered the nonconformity) and it must be done before any substantial change in condition of the goods occurs.
A revocation of an acceptance of nonconforming goods is not effective until what?
The buyer notifies the seller of it in any reasonable way
Does the seller have a right to cure when a revocation of acceptance of nonconforming goods happens?
No
What is an installment contract under the UCC?
Contract for separate lots to be delivered and separately paid for and accepted
Does the perfect tender rule apply to installment contracts?
No because an installment buyer can’t reject a tender because it isn’t perfect
When can a buyer reject and cancel an installment contract?
When a nonconformity on one or more installments substantially impairs the value of the whole contract
How easy is it to reject an installment contract?
It is super hard to reject a single installment and even harder to reject the whole contract.
An installment delivery must be accepted if what?
- if the nonconformity is curable, and
- the seller gives adequate assurances of care
What kind of performance do constructive conditions require?
Only substantial performance, not perfect
If it looks like a party might breach, the other party can do what to ensure it doesn’t happen?
Give proper notice and set a specific reasonable time for performance by saying time is of the essence.
If multiple promises are made, how is performance judged?
Overall substantial performance is fine, each promise needn’t be substantially performed
Must construction contracts be performed perfectly?
No, they just require substantial performance because it would be unjust to let the owner keep the value of the building free of charge just because the contractor made a small deviation
What are damages if a contract has only been substantially performed?
- cost of COMPLETION: cost to repair deficiency or make the work conform to the contract
- diminution in VALUE: if reconstruction would involve substantial waste, or cost would be disproportionate to the end served, damages are the amount the deficiency diminishes the value of the performance
- RESTITUTION: unpaid contract price minus the cost of completion
