Performance for Article 2 K Flashcards
What is it called for delivery of goods must meet K?
Perfect Tender Rule for goods, if it isn’t exactly what you ordered, you can either retain and sue for damages, reject and sue for damages or accept. Accepting without inspecting is NOT acceptance. Failure to reject within reasonable time = acceptance
Installment K and perfect tender rule
If installment K for multiple performance every month over period of time and one is non-conforming, you can’t reject the whole order, must give time to cure
Retraction of anticipatory repudiation
you can retract an anticipatory repudiation and say “okay i’ll do the K” so long as the other party hasn’t relied on it yet BUT performance can be delayed until adequate assurance is provided (other party can require you to make assurance)
What if there is insecurity about the other guy performing but doesn’t rise to anticipatory repudiation (unambiguous statement of nonperformance)
Can request adequate assurance that K will be fulfilled like putting $ in escrow, suspend performance until then. Must be 1) reasonable 2) written demand for adequate assurance, 3) commercially reasonable to stop performance
Major breach vs. minor breach
Major breach = other side doesn’t have to perform (pay), minor = must pay but can get damages for cost to fix.
example: painting 2 out of 10 houses=material breach, don’t have to pay at all but could under quasi-K
Third party beneficiary: Who can recover from the promisor? promisee?
The promisee OR the beneficiary (as long as his rights have vested = assented or relied on K). Beneficiary can NOT recover from promisee
Three ways to cancel K when something occurs making it impossible, difficult
Impracticability (K for sale of goods exists where party encounters extreme and unreasonable difficulty/expense that was unanticipated (more expense doesn’t matter though), the difficulties nonoccurrence must have been assumed when K was made)
Impossibility
Frustration of Purpose
