JDF company has a written contract with ABC company to purchase 50 cases of oats per mont @ $70 per case. The contract does not give specifics of how the 50 cases will be divided. JDF company has 20 states in any state. There was a glood, ABC surrered sever water damamge in a warehous with the exception of one kind oats only,, ABC does not have enough undamaged oats to comply with the JDF contract. On the delivery date JDF receives 25 cases of oats at 3 stores in one town and makes another delivery in another town only. 12 days b4 delivery was due JDF requested by fax that a certain number of cases be delivered to 5 stores and 5 cases to go to another store. JDF wants to reject the shipments and canceal the contract. What are JDF's rights under contract law?ABC company argues that based upon the gap-filling rule under UCC Article 2 it had the right to modify as necessary.What about the UCC Article 2 provisions as to the terms of the contract?What rights or defenses if any does ABC company have under contract law? What remedies are available to either compnay. Please give details.
Country relating to Question: United States
State (if USA): Virginia
Hello,If we are applying gap filling provisions, the following UCC sections may be relevant (copied for you below). There is no black and white answer in many of these situations. JDF likely has the right under section 2-601 to refuse the shipments, based on the gap filler in 2-308 (they sent the fax prior to delivery). However, ABC may have the right to correct the mistake under 2-508.As to the rest of the contract, ABC has a defense of impossibility since the rest of the specialized oats were destroyed. If JDF prevails they may also be entitled to actual and consequential damages.§ 2-601. Buyer's Rights on Improper Delivery.Subject to the provisions of this Article on breach in installment contracts (Section 2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections 2-718 and 2-719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may(a) reject the whole; or(b) accept the whole; or(c) accept any commercial unit or units and reject the rest.§ 2-307. Delivery in Single Lot or Several Lots.Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.§ 2-308. Absence of Specified Place for Delivery.Unless otherwise agreed(a) the place for delivery of goods is the seller's place of business or if none, the seller's residence; but(b) in a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and(c) documents of title may be delivered through customary banking channels.§ 2-508. Cure by Seller of Improper Tender or Delivery; Replacement.(1) Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery.(2) Where the buyer rejects a non-conforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if he seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.Thank you!____________________________________________________________________Just Answer experts DO NOT provide legal services. In order to obtain a legal opinion or advice, you must retain the services of a licensed attorney located in your state. The answer provided is FOR INFORMATIONAL OR RESEARCH PURPOSES only, and does not constitute legal advice or a legal opinion AND SHOULD NOT BE RELIED UPON TO MAKE LEGAL DECISIONS. FURTHERMORE, by clicking Accept or viewing my response, you agree that this response WILL NOT be used to obtain credit at any institute of learning and is for background or research purposes only. YOUR QUESTIONS AND MY RESPONSE ARE NOT CONFIDENTIAL, as they are viewable by the public. No attorney-client relationship is formed.
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