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first installment did not conform to the contract, because they were too dark. Because color correlated to quality, the nonconformity substantially impaired the installment’s value to the manufacturer. [ Adapted from Hubbard v. UTZ Quality Foods, Inc. , 903 F.Supp. 444 (W.D.N.Y. 1995).] Parties’ Agreement on What Constitutes a Substantial Impairment In an installment contract, the parties may agree on what constitutes a substantial agreement, provided the agreement is reasonable. The agreement may be express or implied. For instance, if the contract sets forth quality standards with exacting precision, any meaningful deviation from those standards may be deemed a substantial impairment. That is, a court may interpret the precise statement of quality standards as an implied agreement that any deviation is a substantial impairment. However, any contractual provision requiring accurate compliance must have a reasonable basis, must not impose hardship by surprise, may be waived, and may be superseded by a practical reading of the contract. [U.C.C. § 2-612(2), cmt. 4 (1951); Hubbard v. UTZ Quality Foods, Inc. , 903 F.Supp. 444 (W.D.N.Y. 1995); 2 Hawkland UCC Series § 2-612:2, Westlaw (database updated June 2021).] b. Nonconformity in Required Documents Even in an installment contract, the perfect-tender rule applies to any defect in any required documents, as opposed to any defect in the goods themselves. Thus, even a slight defect in required documents gives the buyer the right to reject an installment. However, even here, the seller may have a right to cure the defect, as discussed above. [ See U.C.C. § 2-612(2) (1951); 2 Hawkland UCC Series § 2-612:2, Westlaw (database updated June 2021); Cure, supra .] c. Curing a Nonconformity in the Goods in an Installment Contract Whether a nonconformity in the goods is curable is generally measured by the same standards discussed in Cure, supra . However, the official comments to § 2-612 (the provision of Article 2 dealing with installment contracts) note that an allowance against the price may be an acceptable cure. [ See U.C.C. § 2-612, cmt. 5 (1951); 2 Hawkland UCC Series § 2-612:2, Westlaw (database updated June 2021).] d. Adequate Assurance of Cure Whether the seller provides adequate assurance of cure is measured by the same standards as discussed under Right to Adequate Assurance of Performance, infra . [ See U.C.C. § 2-612, cmt. 5 (1951).]
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