Performance - Basics

Question 1

Performance at Common Law

Answer 1

• party’s basic duty at common law = to substantially perform all that is called for in the contract

Question 2

Performance Under Article 2

Answer 2

• Article 2 generally requires “perfect tender” -> delivery + condition of goods must be exactly as promised in K

Question 3

Article 2 - Obligation of Good Faith

Answer 3

• Art 2 requires all parties to act in good faith -> “honest in fact + observance of reasonable commercial standards of fair dealing”
• ob can’t be waived by the parties

Question 4

Seller’s Obligation Re Tender of Delivery - Noncarrier Cases

Answer 4

• seller must put + hold conforming goods at buyer’s disposition for a time sufficient for buyer to take possession
• seller must give buyer notice reasonable necessary to enable buyer to take possession of the goods
• tender must be at a reasonable hour

Question 5

Seller’s Obligation Re Tender of Delivery - Shipment Ks

Answer 5

In absence of agreement otherwise, seller need not see that the goods reach buyer -> need only:
a) put the goods into hands of a reasonable carrier + make a reasonable K for their transportation to the buyer
b) obtain + promptly tender any docs required by K or usage of trade or otherwise necessary to enable buyer to take possession AND
c) promptly notify buyer of shipment

Question 6

Seller’s Obligation Re Tender of Delivery - Destination Ks

Answer 6

• if K requires seller to tender delivery of goods at a particular destination (ex: FOB buyer’s warehouse), seller must, at destination, put + hold conforming goods at buyer’s disposition

Question 7

Buyer’s Ob to Pay - Right to Inspect: Deliver + Payment

Answer 7

• in noncarrier cases, unless K provides otherwise, sale is for cash + price is due concurrently w/ tender of delivery
• BUT when goods shipped by carrier, unless otherwise agreed, price due only at T + place where buyer receives goods
  -> shipment K - when goods in hands of carrier
  -> destination K - when goods reach the named destination

Question 8

Installment Ks

Answer 8

• K authorizes delivery in separate installments
• seller may demand payment for each installment if price can be so apportioned, unless a contrary intent appears

Question 9

Buyer’s Right of Inspection

Answer 9

• buyer has right to inspect goods before they pay unless K provides for payment C.O.D. or otherwise indicates that buyer has promised to pay w/o inspecting goods

Question 10

Payment by Check

Answer 10

• tender of payment by check is sufficient unless seller demands cash + gives buyer time to get it
• if check given, buyer’s duty to pay suspended until check is either paid or dishonored
  -> if check paid, buyer’s duty to pay is discharged
  -> if check dishonored, seller may sue for price or recover the goods