Performance - Basics Flashcards

1
Q

Performance at Common Law

A
  • party’s basic duty at common law = to substantially perform all that is called for in the contract
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2
Q

Performance Under Article 2

A
  • Article 2 generally requires “perfect tender” -> delivery + condition of goods must be exactly as promised in K
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3
Q

Article 2 - Obligation of Good Faith

A
  • 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
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4
Q

Seller’s Obligation Re Tender of Delivery - Noncarrier Cases

A
  • 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
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5
Q

Seller’s Obligation Re Tender of Delivery - Shipment Ks

A

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

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6
Q

Seller’s Obligation Re Tender of Delivery - Destination Ks

A
  • 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
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7
Q

Buyer’s Ob to Pay - Right to Inspect: Deliver + Payment

A
  • 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
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8
Q

Installment Ks

A
  • K authorizes delivery in separate installments
  • seller may demand payment for each installment if price can be so apportioned, unless a contrary intent appears
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9
Q

Buyer’s Right of Inspection

A
  • 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
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10
Q

Payment by Check

A
  • 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
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