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Contracts • Performance Under UCC
K#107
Legal Definition
The UCC requires perfect tender of goods, which means the delivery and condition of the goods must be exactly as promised in the contract. If a seller gives less than perfect tender, the buyer generally has the option to: (1) reject all the goods, (2) accept the goods, or (3) accept some and reject the rest of the goods, so long as the buyer acts in good faith. A buyer must take reasonable care of rejected goods.
Plain English Explanation
This is one of the differences between common law and UCC that is frequently tested.
Put simply, under common law (i.e., any contracts involving services and things that are not goods), parties to a contract merely have a duty to substantially perform what is required under the contract. In other words, 100% conformity to the contract isn't required in order to avoid a claim of breach. What is "substantial performance"? That's for you to argue on the exam.
In contrast, the UCC (i.e., all contracts for the sale or purchase of goods) requires perfect tender, which means the conditions of the goods must be exactly as promised in the contract.
Put simply, under common law (i.e., any contracts involving services and things that are not goods), parties to a contract merely have a duty to substantially perform what is required under the contract. In other words, 100% conformity to the contract isn't required in order to avoid a claim of breach. What is "substantial performance"? That's for you to argue on the exam.
In contrast, the UCC (i.e., all contracts for the sale or purchase of goods) requires perfect tender, which means the conditions of the goods must be exactly as promised in the contract.
Hypothetical
Hypo 1: Bob order 1,000 blue widgets from Sam. Sam delivers 500 blue widgets and 500 red widgets. Result: The UCC requires a perfect tender, which means 1,000 blue widgets. Here, tender is not perfect. Bob has the right to either (a) reject all 1,000 widgets; (b) accept the 500 blue widgets and reject the 500 red widgets, or (c) accept them all because he didn't really care that much about color.
Visual Aids
Related Concepts
How may a buyer revoke acceptance of goods?
What are a buyer's rights to reject goods in an installment contract?
What does the "ability to cure" mean?
What factors limit a buyer's ability to reject goods?
What happens if a seller wishes to cure beyond the time obligated for performance?
What happens if a seller wishes to cure within the time obligated for performance?
What is the buyer's right of inspection?
What is the effect of a buyer accepting goods on his ability to reject them?
When is the price due in carrier cases, shipment contracts, and destination contracts?
When is the price due in non-carrier cases?
When may the seller demand payment in an installment contract?
