51 Pages Posted: 24 Jun 2013 Last revised: 7 Aug 2013
Date Written: January 1, 2013
Commercial parties purchase goods for use in their trade or business or for resale. The primary objective is to obtain conforming goods of the desired quality and at a price that generates a profitable return on the resale or use of the purchased goods. Occasionally, the seller delivers nonconforming goods, goods that fail to meet the contractual obligation. This obligation may arise from the seller’s description, statements, promises, practices or course of dealings, course of performance, or from trade usage or custom. Both the Uniform Commercial Code and the U.N. Convention on Contracts for the International Sale of Goods empower the buyer to thrust the nonconforming or defective goods back on the defaulting seller. Although the language is deceptively similar, these relative rights and the corresponding duties vary in ways that are significant. Assessment of these rights and duties, including the right or obligation to cure, is essential for crafting an agreement that minimizes the adverse impact of the Convention for parties who might otherwise be subject to it while reaping the benefits that the Convention offers and are unavailable in the Code. This article addresses the rights available to buyers pursuant to the domestic sales law of Rejection and Revocation of Acceptance and the comparable right of Avoidance available through the Convention. Special emphasis is place on the relative rights to cure. First, this article assesses the rights granted and limitations imposed on buyers by the Code. Second, after establishing these rights and the conditions precedent to the exercise of them, the rights and obligations of the Convention are assessed through a comparative lens.
Keywords: UCC, CISG, rejection, revocation, avoidance, cure
Suggested Citation: Suggested Citation
Jenkins, Sarah H., Rejection, Revocation of Acceptance, and Avoidance: A Comparative Assessment of UCC and CISG Goods Oriented Remedies (January 1, 2013). Minnesota Journal of International Law, Vol. 22, No. 152, 2013; UALR Bowen School Research Paper No. 13-06. Available at SSRN: https://ssrn.com/abstract=2282786