Performance - Basics Flashcards
Performance at Common Law
- party’s basic duty at common law = to substantially perform all that is called for in the contract
Performance Under Article 2
- Article 2 generally requires “perfect tender” -> delivery + condition of goods must be exactly as promised in K
Article 2 - Obligation of Good Faith
- Art 2 requires all parties to act in good faith -> “honest in fact + observance of reasonable commercial standards of fair dealing”
- ob can’t be waived by the parties
Seller’s Obligation Re Tender of Delivery - Noncarrier Cases
- seller must put + hold conforming goods at buyer’s disposition for a time sufficient for buyer to take possession
- seller must give buyer notice reasonable necessary to enable buyer to take possession of the goods
- tender must be at a reasonable hour
Seller’s Obligation Re Tender of Delivery - Shipment Ks
In absence of agreement otherwise, seller need not see that the goods reach buyer -> need only:
a) put the goods into hands of a reasonable carrier + make a reasonable K for their transportation to the buyer
b) obtain + promptly tender any docs required by K or usage of trade or otherwise necessary to enable buyer to take possession AND
c) promptly notify buyer of shipment
Seller’s Obligation Re Tender of Delivery - Destination Ks
- if K requires seller to tender delivery of goods at a particular destination (ex: FOB buyer’s warehouse), seller must, at destination, put + hold conforming goods at buyer’s disposition
Buyer’s Ob to Pay - Right to Inspect: Deliver + Payment
- in noncarrier cases, unless K provides otherwise, sale is for cash + price is due concurrently w/ tender of delivery
- BUT when goods shipped by carrier, unless otherwise agreed, price due only at T + place where buyer receives goods
-> shipment K - when goods in hands of carrier
-> destination K - when goods reach the named destination
Installment Ks
- K authorizes delivery in separate installments
- seller may demand payment for each installment if price can be so apportioned, unless a contrary intent appears
Buyer’s Right of Inspection
- buyer has right to inspect goods before they pay unless K provides for payment C.O.D. or otherwise indicates that buyer has promised to pay w/o inspecting goods
Payment by Check
- tender of payment by check is sufficient unless seller demands cash + gives buyer time to get it
- if check given, buyer’s duty to pay suspended until check is either paid or dishonored
-> if check paid, buyer’s duty to pay is discharged
-> if check dishonored, seller may sue for price or recover the goods