Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 19
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
If the seller/lessor refuses to deliver the goods to the
buyer/lessee, the buyer/lessee may
further obligations under the contract, while retaining all
breach;
Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 20
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
BUYER’S/LESSEE’S REMEDIES:
NONDELIVERY – PT. II
(5) if the buyer/lessee can show that she is unable, after a
reasonable effort, to obtain cover for the contract goods,
replevy (i.e., take or demand possession of) goods
subject to the contract; or
(6) sue to recover the difference between the contract
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
BUYER’S/LESSEE’S REMEDIES:
NONCONFORMING GOODS – PT. I
(a) if the rejecting buyer/lessee is a merchant, and
(b) the seller/lessor has no agent or business at the
place of rejection,
(i) the buyer/lessee must follow any reasonable
instructions from the seller/lessor regarding
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
BUYER’S/LESSEE’S REMEDIES:
NONCONFORMING GOODS – PT. II
(2) within a reasonable period of time after the buyer/lessee
buyer/lessee from inspecting the goods, or
(b) accepted the goods on the reasonable assumption
that any nonconformity would be cured and its has
not been cured within a reasonable time; or
(3) keep the goods and sue for the difference between the
Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 23
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
LIMITING REMEDIES AND RECOURSE
Contractual Limitations: The parties may agree to expand
or limit the remedies provided by the UCC.
also limit or exclude consequential damages as long as
the limitation or exclusion is not unconscionable, given
the relative bargaining strength of the parties.
Statute of Limitations: An action for breach of contract
A buyer who accepts nonconforming goods must notify
the breaching party of the breach within a reasonable
time to permit the breaching party to cure; the buyer’s
failure to do so will bar any claim for breach.
Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 24
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
LETTERS OF CREDIT
Letter of Credit:
(1) A written instrument,
(2) issued by a bank (the issuer)
(3) on behalf of a customer (the account party),
(4) promising that the bank will honor drafts and other
contract between the buyer and seller, and the issuer is
bound to honor the letter regardless of any dispute
between the buyer and seller.
Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 25
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
REMEDIES FOR BREACH OF
INTERNATIONAL CONTRACTS
CISG remedies are very similar to those provided by Article 2
of the UCC. Namely:
Article 74 of the CISG provides for money damages,
including foreseeable consequential damages.
fails to accept performance within the agreed time or
fails to pay for the seller’s goods.
Article 28 permits specific performance, but only if the
court in which a party seeks specific performance under
the CISG could grant specific performance under its
domestic law.
Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 20
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
BUYER’S/LESSEE’S REMEDIES:
NONDELIVERY – PT. II
(5) if the buyer/lessee can show that she is unable, after a
reasonable effort, to obtain cover for the contract goods,
replevy (i.e., take or demand possession of) goods
subject to the contract; or
(6) sue to recover the difference between the contract
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
BUYER’S/LESSEE’S REMEDIES:
NONCONFORMING GOODS – PT. I
(a) if the rejecting buyer/lessee is a merchant, and
(b) the seller/lessor has no agent or business at the
place of rejection,
(i) the buyer/lessee must follow any reasonable
instructions from the seller/lessor regarding
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
BUYER’S/LESSEE’S REMEDIES:
NONCONFORMING GOODS – PT. II
(2) within a reasonable period of time after the buyer/lessee
buyer/lessee from inspecting the goods, or
(b) accepted the goods on the reasonable assumption
that any nonconformity would be cured and its has
not been cured within a reasonable time; or
(3) keep the goods and sue for the difference between the
Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 23
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
LIMITING REMEDIES AND RECOURSE
Contractual Limitations: The parties may agree to expand
or limit the remedies provided by the UCC.
also limit or exclude consequential damages as long as
the limitation or exclusion is not unconscionable, given
the relative bargaining strength of the parties.
Statute of Limitations: An action for breach of contract
A buyer who accepts nonconforming goods must notify
the breaching party of the breach within a reasonable
time to permit the breaching party to cure; the buyer’s
failure to do so will bar any claim for breach.
Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 24
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
LETTERS OF CREDIT
Letter of Credit:
(1) A written instrument,
(2) issued by a bank (the issuer)
(3) on behalf of a customer (the account party),
(4) promising that the bank will honor drafts and other
contract between the buyer and seller, and the issuer is
bound to honor the letter regardless of any dispute
between the buyer and seller.
Ch. 17: Performance and Breach of Sales and Lease Contracts – No. 25
Clarkson et al.’s Business Law: Commercial Law for Accountants (1E)
REMEDIES FOR BREACH OF
INTERNATIONAL CONTRACTS
CISG remedies are very similar to those provided by Article 2
of the UCC. Namely:
Article 74 of the CISG provides for money damages,
including foreseeable consequential damages.
fails to accept performance within the agreed time or
fails to pay for the seller’s goods.
Article 28 permits specific performance, but only if the
court in which a party seeks specific performance under
the CISG could grant specific performance under its
domestic law.