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Tpb Vesting Contractual Assignments

  • Perfect Tender – S performs obligation under a K for the sale of goods upon delivering PerfectTender – i.e. perfect goods and perfect delivery

    1. Buyer’s Options if goods not perfect:

      1. Rejectall goods and sue for $ damages

      2. Acceptall goods and sue for $ damages

      3. Acceptsome, rejectnonconforming and sue for $ damages;

    2. Proper Rejection – seasonably notify S of rejection w/in reasonable time after delivery but b/4 acceptance;

  • Cure – Seller has option to cure if:

    1. Time for performance hasn’t expired; or

    2. S had reasonable grounds to believe improper tender would be accepted (even if time expired) Look for prior dealings

  • Installment Sales K(K authorizes installments); B can reject an installment delivery only ifsubstantial impairment that can’t be cured (if minor, B must accept)

    1. Distinguish: Installment K (w/ multiple deliveries and separate pymts); from buying something on credit and making monthly pymts

  • Acceptance of the goods once B accepts cannot later reject

    1. Payment before opp to look at goods NOT acceptance

    2. Keeping goods w/o objection IS acceptance (if B complains after more than 2 weeks – 1 mo.→ acceptance)

  • Revocation of Acceptance – B can revoke acceptance if: nonconformity substantially impairs value of the goods + excusable ignorance or reasonable reliance on S’s assurance of satisfaction + revocation w/in reasonable time after discovery (after acceptance)

  • Payment Performance B may pay by check, S may reject check (thereby giving B add’l reasonable time to meet payment obligation)

  • Payment for Goods w/ Goods – Who is the Seller? whichever party brings the dispute is the B and opposite party is the seller

  • PPT 20: Contracts -Third Party Rights: Assignments, Delegations, Third Party Beneficiaries Part 9 of Contracts PowerPoint Series Privity of Contract General Rule of “Privity of Contract” EXCEPTIONS to General Rule of “privity of contract”:  Assignments (transfer of contract rights);  Delegations (transfer of contract duties);  Third Party Beneficiary Contracts Definition of Assignment: The transfer to another of all or part of one’s rights arising under the contract. Example: Financing Business Arrangements -I own a company that manufactures fork lifts- and he wants to purchase one. You entered into a contract and agreed to pay 15k. When you enter into a contract your right is to receiving 15k and his right is to receive the forklift. You are duties under contract. She has to give you forklift and you have to pay him. In every contract both parties have rights and have duties. When analyzing assignments we are talking about rights and specifying which rights we are talking about. What if you assign right to receive payment to somebody else – Jason. Now Jason has rights from contract. Example of an Assignment: Vic wants to buy a car. He doesn’t have enough money to pay for the car in cash, so he takes out a loan from Nittany Bank. Vic and the bank have entered into a loan contract. Nittany Bank transfers/assigns its right to receive Vic’s payments to PNC Bank--this is an ASSIGNMENT. Third Party Beneficiaries: Types  A. Creditor Beneficiary  Promisee owes third party (the “creditor beneficiary”) a dept, and promisor promises to pay the promisee’s debt to the third party.  Example: Lawrence v. Fox  B. Donee Beneficiary  If contract is made for the express purpose of giving a GIFT to a third party, the third party (the “donee beneficiary”) can sue the promisor directly to enforce the promise.  Example: Life insurance contract  Third party is owed a gift not repayment of debt  Go into contract with insurance contract TPB CAN ONLY sue when rights “vest” (take effect. So, when do rights vest?: 1. When TPB expressly CONSENTS to the agreement; OR 2. When TPB materially alters position in detrimental reliance on the agreement; OR 3. When conditions for “vesting” are satisfied. Incidental beneficiaries INCIDENTAL BENEFICIARIES HAVE NO RIGHTS UNDER THE CONTRACT: THEY CANNOT SUE TO ENFORCE THE CONTRACT Definition of an “Incidental Beneficiary”: A person who receives an unintentional benefit from a contract BUT that person’s benefit is NOT the reason the contract was formed. In Class Example: Is the plaintiff in the example A. An INCIDENTAL beneficiary or B. An INTENDED beneficiary

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