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Chapter 22 provides knowledge of performance of sales contracts. After completing this chapter, students will be able to: Explain meaning of good faith, course of dealing, and trade usage; list basic obligations and rights of buyer and seller for delivery of and payment for goods; explain when acceptance of goods occurs, the effect of acceptance, and right of revocation. | Sales Formation & Terms Product Liability Performance of Sales Contract Remedies for Breach of Sales Contracts 4 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Performance of Sales Contracts P A E T R H C 21 “Business neglected is business lost.” Daniel Defoe, novelist, The Complete English Tradesman (1726) Learning Objectives General rules of performance under the Uniform Commercial Code Delivery, inspection, and payment Acceptance, revocation, and rejection Assurance, repudiation, and excuse 21 - Parties must act in good faith in performance of a sales contract [1–203] If express terms conflict with trade usage or past course of dealing, express terms prevail [1–205(4)] Consideration not required for modification, but parties may require a writing [2–209] A party must object to repeated failure of other party to perform or waive rights [2–209(4)] General Rules of The UCC 21 - For waiver ([2–208(3), 2–209(4)]), the . | Sales Formation & Terms Product Liability Performance of Sales Contract Remedies for Breach of Sales Contracts 4 McGraw-Hill/Irwin Business Law, 13/e © 2007 The McGraw-Hill Companies, Inc. All rights reserved. Performance of Sales Contracts P A E T R H C 21 “Business neglected is business lost.” Daniel Defoe, novelist, The Complete English Tradesman (1726) Learning Objectives General rules of performance under the Uniform Commercial Code Delivery, inspection, and payment Acceptance, revocation, and rejection Assurance, repudiation, and excuse 21 - Parties must act in good faith in performance of a sales contract [1–203] If express terms conflict with trade usage or past course of dealing, express terms prevail [1–205(4)] Consideration not required for modification, but parties may require a writing [2–209] A party must object to repeated failure of other party to perform or waive rights [2–209(4)] General Rules of The UCC 21 - For waiver ([2–208(3), 2–209(4)]), the non-breaching party may retract waiver by reasonable notice to non-performing party requiring strict performance [2–209(5)]. Basic duty of seller is to deliver (at seller’s place of business) goods that conform to the contract with buyer and basic duty of buyer is to accept and pay for goods if conforming to contract [2–301] Buyer has right of inspection If goods conform, buyer pays inspection costs; if non-conforming, buyer may recover expenses from seller [2–513(2); 2–715(1)] UCC Delivery & Inspection 21 - Delivery at seller’s place of business unless otherwise specified by contract and within reasonable hours and for a reasonable period of time, so buyer can take possession of goods [2–503]. Duty of payment example in Weil v. Murray: Facts: Weil consigned a Degas painting to Murray for a private inspection and sale Weil agreed to full payment of $1 Million on 12/8 Murray never paid and Weil brought suit Trial Court: Undisputed that Murray accepted the goods, had reasonable time to inspect
