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Class 7
Performance
Professor Rowe
Spring 2015
Scope
The UCC Take on General Contract Principles
Property Interests
Warranties
Performance
Remedies
Rights of Third Parties
Introduction
Perfection
Priorities
Default
Limitations on PTR
5. Course of dealing, usage of trade, course of performance and the obligation
of good faith may afford some leeway.
6. Seller in appropriate circumstances has the right to cure an improper tender
or delivery. ( 2-508)
7. Buyer, if he does not meet certain procedural requirements, i.e., timely
notice of rejection, will have accepted the goods. ( 2-602(1); 2-606(1)
(b))
8. Buyer, after accepting, may revoke his acceptance (which gives buyer the
same rights as if he had rejected the goods), but only if the non-conformity
substantially impairs the value of the goods to buyer. ( 2-608)
Weil v. Murray
2-602(1): Reasonable
Time for Rejection
Buyer must reject the goods within a reasonable
time after their tender or delivery, or the rejection
will be ineffective.
See Fanok v. Carver Boat, p. 167 (buyers use of
yacht with minor nonconformities for three months
before it was destroyed was an acceptance)
Reasonable time factors: difficulty of discovering the
defect, terms of the contract, relative perishability of
the goods, and course of performance after sale and
before formal rejection
Timeliness of Notice
Mazur Bros. & Jaffe Fish, Inc.
Other Notice
Requirements
See notes pp. 172-74
Contractual time limits will be usually be upheld unless it
deprives buyer of any meaningful remedy
Must give particularized description of defects (see example at
top of p. 173)
No notice required if seller has actual knowledge of defect in
that particular product (sellers general knowledge of product
defects is NOT sufficient; must notify seller that there are
problems with that particular transaction is troublesome &
must be watched)