Sales and Leases | 151
a new aiming device from a corporation. Upon testing the device, the manufacturer realized that the device gave inaccurate results on two of the checkpoints. Even so, the manufacturer accepted the device, relying on the corporation’s assurances that software could later be added to fix the problem. Yet even after the corporation added the software, the device never performed adequately. Here, the manufacturer accepted the device without knowledge of a nonconformity, namely, that the device would not perform properly even with the promised software upgrades. That acceptance was clearly based on the corporation’s assurances. [ N. Am. Lighting, Inc. v. Hopkins Mfg. Corp. , 37 F.3d 1253 (7th Cir. 1994).] Compare : A food distributor contracted to buy organic soybeans from a farmer. The contract required that the soybeans be of human-food quality. To that end, the farmer submitted samples, and the distributor tested them and found them satisfactory. The distributor did not, however, subject the samples to any genetic testing. Later, the farmer delivered the full shipment, which the distributor accepted. When the distributor resold the beans to one of its customers, the customer rejected them. As it happened, the beans had a high percentage of genetically modified organisms (GMOs), meaning the beans were not of human-food quality. Neither the farmer nor the distributor knew of the GMOs until now. Even so, had the distributor submitted the farmer’s sample to a genetic-testing facility, it could easily have discovered the GMOs. On similar facts, a state appellate court held that the GMOs were not difficult to discover. [ See Campbell v. AG Finder Iowa Neb. , No. 03– 0323, 2004 WL 893937 (Iowa Ct. App. Apr. 28, 2004).] 2. Time Limit to Revoke Acceptance To effectively revoke acceptance, the buyer must do so (1) within a reasonable time after the buyer discovered or should have discovered the basis for revocation and (2) before any substantial change in the goods’ condition, provided any defects in the goods did not cause the change. Further, a revocation is effective only when the buyer notifies the seller of the revocation. The notification should clearly communicate, in the context, that the buyer no longer wants the goods, not merely that the buyer has identified problems with the goods. [U.C.C. § 2-608(2) (1951); 2 Hawkland UCC Series § 2-608:2, Westlaw (database updated June 2021).] a. Reasonable Time to Revoke Acceptance Precisely what is a reasonable time to revoke acceptance is, of course, a fact-intensive question that depends on all the surrounding circumstances. Relevant factors include (1) the time needed to discover the nonconformity, for instance, time to test the goods, and (2) how long the seller tries, if at all, to cure the nonconformity. As a general proposition, and
Made with FlippingBook - Online Brochure Maker