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

easonable time for rejection, U.C.C. § 1-204(1)....
We think this provision must be construed simply as setting a time within which defects
must be reported in order for the warranty to be valid. The setting of such a deadline does not
necessarily mean that any unreasonable delay in inspection or rejection is acceptable so long as it
does not extend past the deadline. Had Red Carpet been obviously lame, hobbling badly at the
time he was delivered to Finkelstein, and had Finkelstein nonetheless taken the horse away to his
barn without comment, it would be unreasonable to say that Finkelstein nonetheless had twentyfour
hours to report the defect, because of this provision. On our view of the case, whether
rejection was within a reasonable time must be answered with reference to what inspection for
defects is customary, and it appears that Finkelstein had no more excuse for taking the horse
away without giving its legs the customary inspection than he would have had for taking it away
without comment if it had been hobbling. We will not construe a provision which by its terms
sets a maximum time for reporting defects to set a minimum time as well, for some defects may
be more readily discoverable than others.
We conclude, then, that Finkelstein accepted the horse by failing to reject it within a
reasonable time, and thus had the burden of proving any breach of warranty. As we have already
said, we find ample support for the finding that he failed to prove a breach by a fair
preponderance of the credible evidence....
Case Note:
Several factors are important in determining whether there has been a reasonable time to
inspect, and whether rejection has occurred within a reasonable time of tender of delivery.
These factors include the contract terms, trade usage, the nature of the goods (i.e.,
whether they are perishable or easily damaged), the nature of the defect (is it difficult to
discover?), the sophistication of the buyer, and whether delay makes it more difficult for
the seller to exercise its right to cure.
Problem 12-2. On February 1, a friend of yours purchased a 2010 Toyota Corolla with 90,000
miles from Hot Deal Autos for $2,499. Before driving the car off the lot, your friend took a 10-
mile test drive in the car with the salesman, and didn’t notice any problems. On February 10, the
car began to stall and didn’t shift easily. When he took it to his auto mechanic, the mechanic told
him the transmission needed to be replaced. Your friend called you (an attorney), asking if he can
now reject the car and get his money back. What is your advice?
12.5. Seller’s Right to Cure. The seller’s right to cure, set forth at UCC § 2-508, is a significant
limitation on the buyer’s right to reject a good for any non-conformity. The extent of a seller’s
right to cure depends, in part, upon whether the time for seller’s performance has expired.
12.5.1. A seller has an absolute right to cure under § 2-508(1) if the time for delivery has
not yet expired. For example, Downtown Motors has delivered the car Joe ordered 3 days
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