Chapter 19 Performance and Remedies

Learning Objectives

After reading this chapter, you should understand the following:

  1. What performance is expected of the seller in a sales contract
  2. What performance is expected of the buyer in a sales contract
  3. What rights and duties the buyer has if there is a nonconforming delivery
  4. How, in general, the UCC approaches remedies
  5. What the seller’s remedies are for breach by the buyer
  6. What the buyer’s remedies are for breach by the seller
  7. What excuses the UCC provides for nonperformance

In Part II, we examined contract performance and remedies under common law. In this chapter, we examine performance and remedies under Article 2, the law of sales, of the Uniform Commercial Code (UCC). In the next chapter, we cover special remedies for those damaged or injured by defective products.

The parties often set out in their contracts the details of performance. These include price terms and terms of delivery—where the goods are to be delivered, when, and how. If the parties fail to list these terms, the rules studied in this chapter will determine the parties’ obligations: the parties may agree; if they do not, the UCC rules kick in as the default. In any event, the parties have an obligation to act in good faith.