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The Perfect-Tender Rule and the Right to Cure

Learn about the rule that, to avoid being held in breach, the seller must perform every contractual obligation perfectly, but in appropriate circumstances, the seller may have a chance to set things right before incurring liability for breach.

Transcript

Under Article 2, the seller’s basic obligation is to tender goods to the buyer, and the buyer’s duty is to accept and pay for the goods, provided they conform to the contract.

If the goods or the delivery don’t conform to the contract in every respect, the seller may be liable for breach of contract. This principle is known as the perfect-tender rule.

I. Perfect-Tender Rule

Article 2’s perfect-tender rule rejects the common-law doctrine of substantial performance. Under the common law, a party...

Lessons

1. Welcome to Sales
  • Welcome to Sales
2. Introduction to UCC Article 2
  • Scope of Article 2: Transactions in Goods
  • Distinguishing Goods and Services Contracts
  • Key Terms in Article 2
3. Contract Formation and Modification
  • Contract Formation and Modification
  • Battle of the Forms
  • The Statute of Frauds
  • The Parol Evidence Rule
4. Contract Interpretation
  • Article 2 Gap-Fillers
  • Risk of Loss
  • Additional Interpretive Devices
5. Performance
  • The Perfect-Tender Rule and the Right to Cure
  • Inspection and Acceptance
  • Rejection and Revocation
6. Breach, Repudiation, and Excuse
  • Anticipatory Repudiation
  • Adequate Assurance
  • Impracticability of Performance
7. UCC Article 2 Warranties
  • Express Warranties
  • Implied Warranty of Merchantability
  • Implied Warranty of Fitness
  • Excluding and Modifying Warranties
8. Remedies
  • Seller's Remedies
  • Seller's Alternative Remedies
  • Buyer's Remedies for Nondelivery
  • Buyer's Remedies for Accepted Goods
  • Buyer's Incidental and Consequential Damages