Performance, Breach, and Discharge Flashcards
Riss of Loss: Non-Carrier Case
Seller is a merchant: risk on seller until buyer takes possession
Seller is not a merchant: risk on seller until goods are tendered to buyer
Shipment Contract
Risk of loss shifts to buyer when goods are delivered to CARRIER
Destination Contract
Risk of loss shifts to buyer when goods delivered to DESTINATION
FOB
FOB Seller: Shipment Contract
FOB “anything else”: Destination Contract
Requirements Contract
- buy ALL the widgets
- good faith
Modification Rule
Changing a material term of contract
Common Law: New consideration is needed
UCC: only good faith is needed
Oral or Written Modification
Can be oral or written
UCC: Clauses prohibiting oral modifications are valid
Mutual Modification
Both parties agree to modify the original terms
“fair and reasonable under the circumstances”
What are the 3 types of conditions?
- Condition precedent
- Condition concurrent
- Condition subsequent
When are conditions excused?
- Waiver
- Bad faith
- Avoiding forfeiture
Is time of the essence?
No, unless stated in the K
(Then, it’s a condition)
What can buyer do with Non-conforming goods?
Reject, Accept, Reject in part and Accept in part
When does Seller have a right to cure non-conforming goods?
If Seller had reasonable grounds to believe the goods would be acceptable, then Seller can cure by notice + new tender within time for performance
Installment Contract
Delivering goods in several different shipments
Non-conforming Installment Contract
Defective shipment cannot be rejected if the defect can be cured
