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[CH20] Performance and Breach of Sale and Lease Contracts (Obligation of…
[CH20] Performance and Breach of Sale and Lease Contracts
Obligation of the seller or lessor
Tender of delivery
It occurs when the seller of lessor makes conforming goods available and gives the buyer or lessee whatever notification is reasonably necessary to enable the buyer to take delivery
1000 shirts will be delivered 250 shirts 4 times
Place of delivery
the seller's business place
The seller's residence if the seller has no business location
The location of the goods, if both parties know at the time of contracting that the goods are located somewhere other than the seller's business
You live Omaha, seller lives in NYC and he sells me a truck which are located in Chicago, the place of the delivery is Chicago
Delivery via Carrier
Shipment contract
Place the goods into the hands of the carrier
Make a contract for their transportation that is reasonable according to the nature of the goods and their value (冷蔵庫とか）
Obtain and promptly deliver or tender to the buyer any documents necessary to enable the buyer to obtain possession of the goods from the carreir
Promptly notify the buyer that shipment has been made
Destination Contract
the seller agrees to deliver conforming goods to the buyer at a particular destination
Exception to the perfect tender rule
Agreement of the parties
Agreement that "if the buyer can repair the goods when the goods are defective, the goods will not be rejected"
Cure
Not specifically define it, but the right of the seller to repair
You got this right when the following are true.
A delivery is rejected because the goods were nonconforming
The time for performance has not yet expired
The seller provides timely notice to the buyer of the intention to cure
The cure can be made within the contract time for performance
Limits the right to reject goods
This right strongly restricts the right of the buyer to reject goods.
The buyer has to tell the seller of the particular defect to reject
If it's not disclosed, the buyer cannot later claims the defect as a defense if the defect is one that the seller could have cured
The buyers have to act in good faith and state specific reasons for refusing to accept goods
Installment Contracts
A single contract that requires or authorizes delivery in tow or more separate lots to be accepted and paid for separately
The seller is do deliver 100 pens in lots of five each. The first lot has 10 defective pens The seller can reject the entire lot
Commercial Impracticability
When it is expensive or whatever so that you cannot make it to finish the deal
Commercial Impracticability and Partial performance
Commercial impracticable がちょっとだけ起こったってとき
In this event, the seller or lessor is required to to distribute any remaining goods or deliveries
Destruction of Identified goods
If an unexpected even happens and it totally destroyed goods
If the goods identified at the time the contract was formed, the parties are excused from the performance.
If it just destroys partially
The buyer or the seller can inspect them and either treat the contract as void or accept
Assurance and cooperation
If one party has "reasonable grounds" to believe that the other party will not perform, the first party may in writing "demand adequate assurance of due performance " from the other party
When cooperation is not forthcoming, the first party can either proceed to perform the contract in any reasonable manner or suspend performance
Obligation of the Buyer or Lessee
Payment
Acceptance
Right of Inspection
Partial Acceptance
Anticipatory Repudiation
Suspension of Performance obligations
Treat the repudiation as a final breach by pursuing a remedy
Wait to see if the repudiating party will decide to honor the contract despite the avowed intention to renege
A Repudiation may be retracted