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the nonconformity consists of a defect in required documents. Yet notwithstanding this rule, the buyer must accept the installment if (1) the nonconformity is not such as to give the buyer the right to cancel the whole contract and (2) the seller gives adequate assurance that the nonconformity will be cured. [ See U.C.C. § 2-612(2) (1951); 2 Hawkland UCC Series § 2-612:2, Westlaw (database updated June 2021); Cancelling an Installment Contract Altogether, infra .] a. Nonconformity of Goods in an Installment: Substantial Impairment In the context of installment contracts, as mentioned, the perfect-tender rule does not apply to any nonconformity of the goods themselves. Rather, here, the buyer may reject an installment only if the nonconformity in the goods substantially impairs the installment’s value. Substantial impairment, in this context, essentially incorporates the common-law concepts of substantial performance and material breach, discussed above. Thus, the buyer may reject an installment for a nonconformity in the goods only if the nonconformity deprives the buyer of the substantial benefit of her bargain as to that installment. [ See U.C.C. § 2-612(2) (1951); 2 Hawkland UCC Series § 2-612:2, Westlaw (database updated June 2021); The Perfect-Tender Rule v. Material Breach and Substantial Performance at Common Law, supra .] Example : A pipe distributor contracted to deliver one million Brand A pipes to a contractor in 10 separate installments of 100,000 pipes each. The first five installments consisted entirely of Brand A pipes. However, the sixth installment, due to a clerical error, contained mostly Brand B pipes. Yet Brand B pipes were substantially identical to Brand A pipes in terms of quality, value, and utility. Here, the contractor likely cannot reject the sixth installment. True, the sixth installment did not conform to the contract. That installment contained mostly Brand B pipes, though the contract called for Brand A pipes. Even so, the Brand B pipes were just as good as Brand A pipes. Thus, there was no substantial impairment, for the contractor seems to have received the substantial benefit of his bargain on the sixth installment. [ Adapted from Jacob & Youngs v. Kent , 129 N.E. 889 (N.Y. 1921).] Compare : A farmer contracted to deliver 16,000 potatoes to a potato-chip manufacturer in four installments of 4,000 apiece. The contract stated that the potatoes had to be a bright, yellow color (a 1 or 2 on the Fry Color Chart). The color was important, because a potato’s color related directly to the quality of chips that one could produce from it. Potatoes that were too dark tended to yield lower-quality chips. When the farmer delivered the first installment, the potatoes came in at 3 or 4 on the Fry Color Chart—much too dark. Here, the manufacturer could reject the first installment (unless the farmer can and does give adequate assurance of cure, and assuming the defect was incurable). The potatoes in the
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