Bar Exam — MBE (Multistate Bar Exam)ContractsEasy
A buyer and seller entered into a contract for the sale of 500 custom-made widgets for $5,000, to be delivered on September 1st. On August 20th, the seller informed the buyer that due to unforeseen production issues, only 450 widgets would be ready by September 1st, but the remaining 50 would be delivered by September 5th. The buyer immediately responded, 'I need all 500 by September 1st, or I don't want any of them.' The seller then offered a 10% discount on the 450 widgets if the buyer would accept them on September 1st. The buyer rejected this offer. What is the buyer's right regarding the contract?
- AThe buyer can reject the entire delivery and cancel the contract due to the seller's breach.
- BThe buyer can reject the 450 widgets; however, the seller has a right to cure within the contract time.
- CThe buyer can reject the 450 widgets but must accept the remaining 50 when they are delivered on September 5th.
- DThe buyer must accept the 450 widgets with the 10% discount and sue for damages for the remaining 50.
Show answer & explanationAnswer & explanation
Correct answer: A. The buyer can reject the entire delivery and cancel the contract due to the seller's breach.
Under the Perfect Tender Rule of UCC Article 2, if goods or the tender of delivery fail in any respect to conform to the contract, the buyer may reject the whole. The seller's inability to deliver all 500 widgets by the specified date is a non-conforming tender, allowing the buyer to reject the entire delivery.
Why the other options are wrong
- B. This is incorrect. While a seller often has a right to cure, that right is typically within the original contract time. Here, the seller's offer for the remaining 50 widgets was for *after* the contract date, and the buyer already rejected the non-conforming tender.
- C. This is incorrect. The buyer has the right to reject the entire non-conforming tender; they are not obligated to accept partial delivery or a delayed portion.
- D. This is incorrect. The buyer is not required to accept a non-conforming tender, especially when the breach is in quantity and timing, and the buyer explicitly stated a need for all goods by a specific date.
Perfect Tender Rule (UCC 2-601)
Under the UCC, for contracts for the sale of goods, the Perfect Tender Rule allows a buyer to reject goods if they fail in any respect to conform to the contract. The buyer may reject the whole, accept the whole, or accept any commercial unit(s) and reject the rest.
- Applies to contracts for the sale of goods (UCC Article 2).
- Buyer can reject for any non-conformity, no matter how slight.
- Distinguish from common law's substantial performance rule.
- Exceptions include installment contracts and seller's right to cure.
Memory trick: Perfect Tender means Picky Buyers Prevail.