+46 8 791 8944 support@translegal.com

Prepositions in a contract law context

Please purchase the course before starting the lesson.

ERNEST RAMIREZ AND ADELE RAMIREZ, PLAINTIFFS-RESPONDENTS, v. AUTOSPORT, A CORPORATION OF THE STATE OF NEW JERSEY, DEFENDANT-APPELLANT

Supreme Court of New Jersey
88 N.J. 277, 440 A.2d 1345(1982)

This case raises several issues under the Uniform Commercial Code (hereinafter “the Code” and “UCC”) concerning whether a buyer may reject a tender of goods with minor defects and whether a seller may cure the defects. We consider also the remedies available to the buyer, including cancellation of the contract. The main issue is whether plaintiffs, Mr. and Mrs. Ramirez, could reject the tender by defendant, Autosport, of a camper van with minor defects and cancel the contract for the purchase of the van…

Our initial inquiry is whether a consumer may reject defective goods that do not conform to the contract of sale. The basic issue is whether under the UCC, adopted in New Jersey as N.J.S.A. 12A:1-101 et seq., a seller has the duty to deliver goods that conform precisely to the contract. We conclude that the seller is under such a duty to make a “perfect tender” and that a buyer has the right to reject goods that do not conform to the contract. That conclusion, however, does not resolve the entire dispute between buyer and seller…

To the extent that a buyer can reject goods for any nonconformity, the UCC retains the perfect tender rule. Section 2-106 states that goods conform to a contract “when they are in accordance with the obligations under the contract.” N.J.S.A. 12A:2-106. Section 2-601 authorizes a buyer to reject goods if they “or the tender of delivery fail in any respect to conform to the contract.” N.J.S.A. 12A:2-601. The Code, however, mitigates the harshness of the perfect tender rule and balances the interests of buyer and seller. The Code achieves that result through its provisions for revocation of acceptance and cure. N.J.S.A. 12A:2-608, 2-508.

Initially, the rights of the parties vary depending on whether the rejection occurs before or after acceptance of the goods. Before acceptance, the buyer may reject goods for any nonconformity. N.J.S.A. 12A:2-601. Because of the seller’s right to cure, however, the buyer’s rejection does not necessarily discharge the contract. N.J.S.A. 12A:2-508. Within the time set for performance in the contract, the seller’s right to cure is unconditional. Some authorities recommend granting a breaching party a right to cure in all contracts, not merely those for the sale of goods. Underlying the right to cure in both kinds of contracts is the recognition that parties should be encouraged to communicate with each other and to resolve their own problems.

Back to: Plead > Part D

Expand your Legal English vocabulary word by word


Online and free each and every week!

Word of the week