[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

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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

  1. Place the goods into the hands of the carrier
  1. Make a contract for their transportation that is reasonable according to the nature of the goods and their value (冷蔵庫とか）
  1. 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
  1. 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.

  1. A delivery is rejected because the goods were nonconforming
  1. The time for performance has not yet expired
  1. The seller provides timely notice to the buyer of the intention to cure
  1. 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

Commercial Impracticability

Commercial Impracticability and Partial performance

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

When it is expensive or whatever so that you cannot make it to finish the deal

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

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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

A Repudiation may be retracted

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