Sales and Leases - A Problem-based Approach, 2016a

12.3.1. Section 2-602 sets out rules governing a buyer’s rightful rejection of goods.
Problem 12-1. Read § 2-602(1) and scan the comments. In order for a buyer’s rejection of goods
to be rightful, what must the buyer do under § 2-602(1)? See also § 2-606.
12.3.1.1. As discussed in more detail at Section 12.7 below, once a buyer
rightfully rejects goods, §§ 2-602(2), 2-603 and 2-604 impose certain duties upon
a buyer with regard to the rejected goods.
12.3.2. The second limitation on the buyer’s absolute right to reject is found at § 2-508,
which gives the seller a right to cure in certain circumstances. The seller’s right to cure is
a significant limitation on the buyer’s right to reject a good for any non-conformity, and
we’ll review that right in more detail in just a moment.
12.3.3. The third limitation on the perfect tender rule relates to installment contracts. We
will review the installment contract rules in more detail later in this chapter.
12.3.4. A fourth limitation on the perfect tender rule is the effect of buyer’s acceptance
of non-conforming goods. Once a party has accepted the goods, the right to reject for any
non-conformity disappears. After acceptance, if a buyer discovers a non-conformity,
acceptance can be revoked only in certain situations (we’ll discuss revocation of
acceptance in the next chapter).
12.3.5. Finally, in rejecting goods, a buyer is subject to the obligation of good faith, as set
forth in § 1-304. For example, a buyer orders 100 buffalo hides, and 99 arrive in the
shipment. If the real reason for rejection of the 99 hides is a drop in the market price of
buffalo hides, rather than the fact that the buyer received only 99, then buyer may not be
not acting in good faith, which requires “honesty in fact.”
12.3.6. So what is left of the perfect tender rule? White and Summers, Uniform
Commercial Code (West 6th ed., 2010) state at § 9-3(b):
Section 2-601, the only section applicable to one-shot contracts, states a “perfect
tender” rule; seller must conform perfectly to its obligation, for the buyer may
reject any time “the goods or the tender of delivery fail in any respect to conform
to the contract.” We are skeptical of the real importance of the perfect tender
rule[.]
We conclude, and the cases decided to date suggest, that the Code changes and the
courts’ manipulation have so eroded the perfect tender rule that the law would be
little changed if 2-601 gave the right to reject only upon “substantial”
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