Chapter 22 Outline

Chapter 22 Outline - Chapter 22: Performance: Performance...

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Chapter 22: Performance: Performance is the process of discharging contractual obligations by carrying out those obligations according to the terms of the contact Unless the parties have agreed otherwise, a tender (offer) of performance by one party is a condition to performance by the other party A contract of sale also requires that each party not impair the other party’s expectations of having the contract performed The obligations of the parties are determined by their contractual agreement If the contract does not sufficiently cover the particulars of performance, these terms will be supplied by the Code, common law, course of dealing, usage of trade, and course of performance o Both parties to the sales contract must perform their contractual obligations in good faith Performance by the Seller: The rights of the parties may be otherwise fixed by the terms of the contract Tender of delivery requires that the seller put and hold goods that conform to the contract at the buyer’s disposition and that he give the buyer reasonable notification to enable her to take delivery o Must also be made at a reasonable time and be kept open for a reasonable period Example: Robert agrees to sell Barbara a sound system composed of a CD player, receiver, tape deck, and two speakers. Each component is specified by manufacturer and model number, and delivery is to be at Robert’s store. Robert obtains the ordered equipment in accordance with the contractual specifications and notifies Barbara that she may pick up the system at her convenience. Robert has now tendered and thus has performed his obligations under the sales contract: he holds the goods that conform to the contract, he has reasonably placed them at the buyer’s disposal, and he has notified the buyer of their readiness. Time and Manner of Tender: Tender must be at a reasonable time, and the goods tendered must be kept available for the period reasonable necessary to enable the buyer to take possession of them What length of time is reasonable depends upon the facts and circumstances of each case o If the goods can be delivered immediately, a reasonable time would be very short o Where the goods must be constructed or manufactured, “reasonable” would take into account the usual length of time required to make the goods Place of Tender: If the contract does not specify the place for delivery of the goods, the place for delivery is the seller’s place of business or, if he has none, his residence 1
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If the contract is for the sale of identified goods that the parties know at the time of making the contract are located neither at the seller’s place of business nor at his residence, the location of the goods is then the place for delivery The parties frequently agree expressly upon the place of tender, typically by using one various delivery terms o These terms specify whether the contract is a shipment or destination contract and determine the place where the seller must tender delivery of the goods
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Chapter 22 Outline - Chapter 22: Performance: Performance...

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