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Colorado Statute of Limitations Lease

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Colorado Statute of Limitations Lease Powered By Docstoc
					Chapter 17


Performance and Breach of Sales and
Lease Contracts
Tender of Delivery
   Seller’s obligation to get the goods
   ready to transfer to the buyer
Perfect Tender Rule
   Favors Buyer
   If any nonconformity, buyer can
     Reject all goods
     Accept all goods
     Anything in between, even if illogical
   Sellers often modify by contract
Perfect Tender Rule-
Common Modifications
  Parties can agree to almost anything,
  but often they:
    Limit rejections to defective goods
    Give seller a right to repair or cure
    Provide compensation (e.g. a price
    concession) for defective goods
  New car (and other) warranties
Right to Cure
   Seller can “make right” but only up until
   deadline of original delivery unless:
   Seller reasonably believed that buyer
   would accept nonconforming goods
     Better quality
     Past acceptance of nonconforming
   Seller must still cure, but has
   reasonable (usually additional) time
Installment Contracts
   Must state that installment contract or
   that each shipment is a separate
   contract
   If it does, then each is separate for
   perfect tender rule purposes
Acceptance of Goods
   Buyer’s inspection right, except C.O.D.
     Can still inspect and reject, but must pay
     first
   Acceptance occurs if:
     Buyer signals that ok
      • Words
      • Conduct
     Fails to reject within reasonable time
Revoking Acceptance of Goods (p.
463-64)
   Goods must be nonconforming
   That substantially impairs value to buyer
   And one of the following three:
     Seller’s promise to cure not met
     Accepted before discovering a hard to detect
     nonconformity or
     Seller had assured buyer that conforming
   Thus, can revoke in only some situations,
   though could have rejected in any.
Anticipatory Repudiation
   One party clearly indicates that it won’t
   perform
   Other party can suspend and
     Await performance
     Treat as breached
   This usually based on party’s conduct
Remedies
  Based on benefit of the bargain
  Broad choice to nonbreacher
  Can get multiple remedies, though
  cannot recover more than loss
  Buyer breach = nonpayment
  Seller breach = nonconforming goods
  or no goods delivered
Seller Remedies
   Withhold delivery, stop if in transit
   Reclaim goods from buyer
     10 days after buyer’s receipt if becomes insolvent
     Any time for solvency misrepresentation
   Right to dispose of goods
     If partially made, can
      • Sell at this point
      • Finish and sell
Seller Remedies
   Recover Purchase price if:
     Buyer has accepted goods
     Buyer breaches after identification and
     goods cannot be resold
     Lost after risk of loss is on buyer
   Recover Damages
   Cancel Contract
Buyer’s Remedies
   Reject goods
   “Recover” goods from seller becoming
   insolvent w/in 10 days of receiving
   payment
   Specific performance—unique goods
   Cover (note that a buyer remedy only)
   Cancel the contract
Buyer Remedies
   Replevy (Scarce but not unique)
     Replevy simply means to recover goods
     wrongfully held by another.
     Usually must show that tried cover, but
     could not find substitute goods
   Recover Damages
     Nondelivery
     Nonconforming
Remedies Limitations
   Exclusive Remedies
     Contract can limit to one form
   Limit on consequential damages
     Usually unconscionable for consumer buyer
   Statute of limitations
     4 years from when cause accrues
     Can shorten, but not under 1 year

				
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