Sales and Leases | 98
Here, the buyer must pay for each lot as it is delivered. [U.C.C. § 2-307, cmt. 2-3 (1951); 2 Hawkland UCC Series § 2-307:2, Westlaw (database updated June 2021); The Perfect- Tender Rule, Cure, Acceptance and Rejection of Goods, infra .] b. When the Circumstances Give a Party the Right to Make or Demand Delivery in Lots Generally, either party will have the right to make or demand delivery in lots if delivering or receiving the goods in a single lot is infeasible. For instance, the contract may call for 10 carloads of coal, though only three are available at the time. Also, the contract may call for more goods than the buyer has space to store at a given time, making delivery in multiple lots essential. Additionally, it may be necessary to assemble or gather the goods, as in the case of cattle on a range. However, if the seller does make a partial delivery, the remainder of the required goods must be forthcoming at a reasonable time and in a reasonable manner. If not, then among other things, the buyer may have reasonable grounds for insecurity, entitling her to demand adequate assurance of performance. [ See U.C.C. § 2- 307 cmt. 3 (1951); 2 Hawkland UCC Series § 2-307:2, Westlaw (database updated June 2021); Right to Adequate Assurance of Performance, infra .] 4. Determining the Place for Delivery The parties may, by agreement, specify a place for delivery, and they virtually always do. If they do not, then generally, the place for delivery is the seller’s place of business, or if the seller has no place of business, her residence. This general rule is subject to some special rules that apply in specific cases. [U.C.C. § 2-308(a) (1951); 2 Hawkland UCC Series § 2-308:1, Westlaw (database updated June 2021).] a. Special Rule for Certain Contracts for the Sale of Identified Goods Special rules apply to a contract for the sale of goods that, to the parties’ knowledge at the time of contracting, are in a place other than the seller’s place of business or residence. For instance, the goods may be in a bailee’s possession. Here, absent contrary agreement, that place is the place of delivery. [U.C.C. § 2-308(b) (1951); 2 Hawkland UCC Series § 2- 308:1, Westlaw (database updated June 2021).] b. Special Rule for Documents of Title Absent contrary agreement, “documents of title may be delivered through customary banking channels.” [U.C.C. § 2-308(c) (1951).] Broadly speaking, a document of title is a document evidencing, in the usual course of financing or business, that whoever possesses the document is entitled to receive, hold, and dispose of both the document and the goods to which it relates. The document must claim to be issued by or addressed to a bailee and to cover goods in the bailee’s possession, either identified goods or fungible portions of an identified mass. Examples include bills of lading, dock warrants,
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