Contracts - Performance Of A K

Front 1

Perfect Tender Rule
(UCC Sale of Goods K Performance Concept)

Back 1

Seller is obligated to deliver what K calls for: must be perfect, goods & delivery.
- Less than perfect tender creates 3 choices (next card)

Front 2

Perfect Tender Rule - 3 options when buyer receives less than perfect tender:

Back 2

1) Accept & sue for damages;
2) Reject everything & sue for damages; or
3) Keep some, reject others, & then sue for damages.

Front 3

Perfect Tender Rule - Rules for Rejecting Goods

Back 3

- B must SEASONABLY NOTIFY S when rejecting
- W/i reasonable time, B may reject whole/part of goods & sue for damages OR S may CURE defective goods.

Front 4

CURE (definition & 2 situations in which S may cure)

Back 4

Seller that fails to make perfect tender may have a second chance, option of curing defective shipment.
- 2 situations in which S may cure:
1) S has reasonable ground to believe it would be OK to deliver something else (prior transactions)
2) Early improper delivery where time for performance has not yet expired.

Front 5

Installment Sales Ks

Back 5

K authorizes: delivery of goods in separate payments to be separately accepted.
- B can reject only where there is a SUBSTANTIAL IMPAIRMENT in installment that cannot be cured.

Front 6

Acceptance of Goods - 3 rules

Back 6

- If B accepts goods, may not later reject them.
- Payment w/o opportunity for inspection = NOT acceptance
- Effect of B keeping goods = implied acceptance

Front 7

REVOCATION of Accepted Goods

Back 7

If B accepts goods, cannot later reject them. Limited circumstances, B can effect a cancellation of K by revoking its acceptance of goods if:
- nonconformity substantially impairs value of goods,
- excusable ignorance or reasonable reliance on S's assurances of satisfaction
- NOTICE of revocation w/i reasonable time after discovery of nonconforming goods,
- B can return goods substantially unchanged.