Contracts: Performance Of The Contact

Front 1

Performance of Contracts for a Sale of Goods (Article 2)

Perfect Tender Rule: Seller must deliver perfect goods in right place at right time. If tender is not perfect, buyer has right to reject goods

Back 1

Option to cure: A seller who fails to make perfect tender may have option to cure, depending on whether time for performance has expired

- Time has NOT expired: seller has option to cure
- Time HAS expired: no option to cure unless seller had reason to think buyer would take based on prior dealings

Front 2

Installment Sales Contracts

Perfect Tender rule does NOT apply, so tougher for buyer to reject (policy is to assume seller will cure as he performs)

Back 2

1) Right to Reject only if there's a substantial impairment in the installment that can't be cured;
2) Right to Reject Entire K: only if a defect in an installment substantially impairs value of the entire contract

Front 3

Performance of contracts for a sale of goods (Art. 2)

Back 3

Implied acceptance: buyer keeps goods w/o objection after having an opportunity to inspect

--> If long delay between receipt/complaint, look for implied acceptance

Front 4

Consequences of Acceptance

Back 4

1) Timing: Once buyer accepts, it's too late for buyer to reject

2) Damages: Buyer who accepts non-conforming goods can still get damages for breach

Front 5

Buyer's Revocation of Acceptance of Goods

Back 5

Generally, can't revoke acceptance of goods.

EXCEPTION: Non-conformity substantially impairs value of the goods and difficult to discover (i.e, latent defect)

Front 6

Consequences of Rejection/Revocation of Acceptance

Back 6

Return: Buyer can return goods at seller's expense

Refund: Buyer can get back any $ paid for goods

Damages: Buyer can get damages for breach of K

Front 7

Buyer's Payment Obligation

Back 7

Buyer can pay by check. Seller can refuse it. If seller refuses, buyer has additional reasonable time to get cash.

Front 8

Performance of Common Law Contracts

Back 8

Under CL, performance does NOT have to be perfect. Substantial performance is all that's required (almost is good enough!)