Sales and Leases | 84
Broadly speaking, the seller’s obligation is to transfer and deliver the goods according to the contract. Conversely, the buyer’s obligation is to accept and pay for the goods according to the contract, provided the goods conform to the contract. Absent contrary agreement, these obligations are mutually dependent. That is, neither party is entitled to performance by the other unless that party herself has tendered performance. On the other hand, absent contrary agreement, the buyer’s and seller’s obligations are concurrent. That is, the fact that one party has not tendered performance does not, by itself, relieve the other of its obligations. [U.C.C. § 2-301 (1951); 2A Anderson U.C.C. §§ 2-301:7, 2-301:40, 2-301:108 (3d. ed.), Westlaw (database updated June 2021); Acceptance and Rejection of Goods, infra .] 1. Seller’s Obligation Generally The seller’s basic obligation is to deliver goods (1) of the kind, (2) in the quantity, (3) conforming to the quality, and (4) at the time required in the contract. Normally, as long as the seller fulfills this duty, she has satisfied the contract, even if the buyer’s subjective expectations are disappointed. Of course, the contract may impose additional, specific obligations on the seller, such as to provide for the goods’ transportation to a designated place. [2A Anderson U.C.C. §§ 2-301:85, 2-301:93, 2-301:100 (3d. ed.), Westlaw (database updated June 2021).] 2. Seller’s Obligation to Apply Payments as the Buyer Directs Absent contrary agreement, the seller must generally apply any payments from the buyer as the buyer directs. For instance, a seller may have two contracts with the same buyer, Contract A and Contract B. If the buyer directs a payment to be applied toward her obligation under Contract A, then the seller must apply the payment to Contract A—even if applying the payment to Contract B would be more advantageous to the seller. [2A Anderson U.C.C. § 2- 301:95 (3d. ed.), Westlaw (database updated June 2021).] 3. Irrelevance of Buyer’s Inability to Pay or Insolvency Generally, the buyer’s inability to pay has no bearing on the buyer’s obligation to pay. Likewise, the buyer’s obligation to pay persists regardless of the buyer’s insolvency—unless, of course, that obligation has been discharged in bankruptcy. Accordingly, if the buyer simply lacks the funds to pay or is insolvent, this fact alone will not afford a defense to the buyer’s payment obligation. [2A Anderson U.C.C. § 2-301:74 (3d. ed.), Westlaw (database updated June 2021).]
Unconscionability
Article 2 affords a mechanism for courts to decline enforcing some contractual provisions whose
Made with FlippingBook - Online Brochure Maker