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The requirement that the breach be fundamental, however, only applies to accepted goods, thus, in uniformity with the English approach, making acceptance a key notion unknown in the continental legal systems. Under § 2–601 UCC, before there has been acceptance, the so-called ‘perfect tender rule’ applies, giving the buyer the right to reject the goods if they do not conform to the contract in any respect. In recent times, however, US courts have limited the perfect tender rule by applying the good faith principle, especially in cases of a rightful and effective cure by the seller in accordance with § 2–508 UCC. In the course of the most recent revision of the UCC, there was great discussion as to whether the perfect tender rule should be replaced with a requirement that would permit rejection only if non-conformity ‘substantially impairs the value of the performance to the buyer’. Ultimately, a majority of the Study Group recommended that the per-fect tender rule remain the standard; the general common law concept of ‘material breach’ has not been adopted.
DOI link for The requirement that the breach be fundamental, however, only applies to accepted goods, thus, in uniformity with the English approach, making acceptance a key notion unknown in the continental legal systems. Under § 2–601 UCC, before there has been acceptance, the so-called ‘perfect tender rule’ applies, giving the buyer the right to reject the goods if they do not conform to the contract in any respect. In recent times, however, US courts have limited the perfect tender rule by applying the good faith principle, especially in cases of a rightful and effective cure by the seller in accordance with § 2–508 UCC. In the course of the most recent revision of the UCC, there was great discussion as to whether the perfect tender rule should be replaced with a requirement that would permit rejection only if non-conformity ‘substantially impairs the value of the performance to the buyer’. Ultimately, a majority of the Study Group recommended that the per-fect tender rule remain the standard; the general common law concept of ‘material breach’ has not been adopted.
The requirement that the breach be fundamental, however, only applies to accepted goods, thus, in uniformity with the English approach, making acceptance a key notion unknown in the continental legal systems. Under § 2–601 UCC, before there has been acceptance, the so-called ‘perfect tender rule’ applies, giving the buyer the right to reject the goods if they do not conform to the contract in any respect. In recent times, however, US courts have limited the perfect tender rule by applying the good faith principle, especially in cases of a rightful and effective cure by the seller in accordance with § 2–508 UCC. In the course of the most recent revision of the UCC, there was great discussion as to whether the perfect tender rule should be replaced with a requirement that would permit rejection only if non-conformity ‘substantially impairs the value of the performance to the buyer’. Ultimately, a majority of the Study Group recommended that the per-fect tender rule remain the standard; the general common law concept of ‘material breach’ has not been adopted.
ABSTRACT
Art. 9:301 PECL: (1) A party may terminate the contract if the other party’s non-performance is fundamental. (2) In the case of delay the aggrieved party may also terminate the contract under Article 8.106 (3).