Performance of Article 2 contracts

Question 1

Perfect Tender

Answer 1

applies ONLY to UCC sales of goods

Goods and delivery must COMPLETELY comply with the contract terms

Question 2

good Faith

Answer 2

Article 2 requires all parties to act in good faith, defined as “honesty in fact and the observance of reasonable commercial standards of fair dealing”

Nonwaivable

Question 3

Rejection of Goods

Answer 3

(1) less than perfect tender generally gives B the option to reject the goods so long as B acts in good faith
(2) B must take REASONABLE CARE of the goods and cannot continue to use the goods (hold and obey any reasonable instructions)
(3) rejection limited by cure, installment K, and acceptance

Question 4

Cure

Answer 4

opportunity to cure is not absolute. Two instances:

(1) Time for performance has not yet expired; or (2) S had reasonable ground to believe tender would be acceptable (could reach after contract delivery date)

Question 5

Installment Contracts

Answer 5

Requires or Authorizes delivery of goods in separate lots, to be separately accepted

B can reject ONLY when there is a SUBSTANTIAL IMPAIRMENT in that installment that can’t be cured

B can only reject entire K if there is a SUBSTANTIAL IMPAIRMENT that affects the ENTIRE K

Question 6

Acceptance of Goods

Answer 6

If B accepts, cannot later reject

Can accept less than perfect tender when: (1) after reasonable opportunity to inspect, B INDICATES to seller that they will keep them even though they fail to conform, (2) B FAILS TO REJECT within a reasonable time after tender or delivery or fails to SEASONABLY NOTIFY seller of her rejection; or she does any act INCONSISTENT with the seller’s ownership

Rejection must be timely. Failure to reject after B had reasonable time to REJECT and INSPECT will be acceptance

Keeping goods as B is IMPLIED ACCEPTANCE. If B received and did not complain for awhile, will be implied acceptance.

Question 7

Right of Inspection

Answer 7

B has right to inspect goods before she pays unless the K provides for payment COD

Payment w/o opportunity for inspection is NOT acceptance

Question 8

Revocation of acceptance

Answer 8

B may revoke if goods have a defect that SUBSTANTIALLY IMPAIRS their value, and (1) she accepted them on the REASONABLE BELIEF that the defect would be cured and it has not been; or (2) she accepted them because of the DIFFICULTY OF DISCOVERING DEFECTS or b/c of SELLER’S ASSURANCE that the goods conformed

Revocation still must occur within a reasonable time after B discovers or should have discovered defects and before any substantial change in the goods occurs that is not caused by a defect present when seller relinquished possession

Question 9

Remedies upon S’s breach (less than perfect tender w/ no cure or shipment of nonconforming goods w/ no accommodation)

Answer 9

B can accept all, reject all, or accept any number of widgets and reject the rest. Entitled to damages