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6.3 Cure, Rejection, Revocation & Installment Contracts

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1 Introduction & FYLSE Examination Guide

1.1 FYLSE Exam Structure, Passing Standard & Administration 1.2 Study Method, Pacing & MBE-Style Technique

2 Contracts: Mutual Assent, Capacity & Contract Formation

2.1 The Offer & Objective Theory of Assent 2.2 Termination & Irrevocability of Offers 2.3 Acceptance & the Mailbox Rule 2.4 Mirror Image Rule & UCC 2-207 Battle of the Forms 2.5 Mistake in Contract Formation 2.6 Fraud, Duress, Undue Influence & Illegality 2.7 Capacity to Contract

3 Contracts: Consideration, Estoppel & Implied Obligations

3.1 Consideration & the Bargained-For Exchange 3.2 Past & Moral Consideration, Pre-Existing Duty & Modification 3.3 Promissory Estoppel & Detrimental Reliance 3.4 Implied-in-Fact Contracts & Quasi-Contract 3.5 Implied Covenant of Good Faith, Fair Dealing & Indefinite Terms

4 Contracts: Third-Party Beneficiaries, Assignment & Delegation

4.1 Third-Party Beneficiary Contracts 4.2 Assignment of Rights 4.3 Delegation of Duties

5 Contracts: Statute of Frauds, Parol Evidence & Interpretation

5.1 Statute of Frauds: Contracts Within the Statute 5.2 Satisfying the Statute: Writing, Signature & Exceptions 5.3 The Parol Evidence Rule 5.4 Contract Interpretation & Canons of Construction

6 Contracts: Performance, Conditions, UCC Warranties & Breach

6.1 Conditions: Express, Constructive & Excuse 6.2 Substantial Performance vs. Perfect Tender 6.3 Cure, Rejection, Revocation & Installment Contracts 6.4 UCC Article 2 Warranties & Risk of Loss 6.5 Anticipatory Repudiation & Insecurity

7 Contracts: Remedies, Discharge & Changed Circumstances

7.1 Expectation Damages & Their Limitations 7.2 Reliance, Restitution & Liquidated Damages 7.3 Specific Performance & Injunctive Relief 7.4 UCC Article 2 Buyer's and Seller's Remedies 7.5 Impossibility, Impracticability & Frustration of Purpose 7.6 Discharge by Agreement: Rescission, Novation & Accord and Satisfaction

8 Criminal Law: Principles of Criminal Liability & Mens Rea

8.1 Actus Reus, Voluntary Acts & Omissions 8.2 Criminal Causation & Intervening Causes 8.3 Common Law & Model Penal Code Mens Rea 8.4 Mistake of Fact, Mistake of Law & Concurrence

9 Criminal Law: Inchoate Offenses & Accomplice Liability

9.1 Criminal Attempt & Impossibility 9.2 Solicitation & the Merger Doctrine 9.3 Conspiracy & Merger Doctrine 9.4 Accomplice Liability: Actus Reus & Mens Rea 9.5 Scope of Accomplice Liability, Withdrawal & Parties to Crime

10 Criminal Law: Homicide & Crimes Against the Person

10.1 Common Law Murder & Malice Aforethought 10.2 Degrees of Murder, Premeditation & Deliberation 10.3 The Felony Murder Rule & Its Limitations 10.4 Voluntary & Involuntary Manslaughter 10.5 Non-Homicide Crimes Against the Person

11 Criminal Law: Property Crimes, Theft & Habitation

11.1 Common Law Larceny 11.2 Embezzlement & False Pretenses 11.3 Robbery & Extortion 11.4 Receiving Stolen Property 11.5 Burglary 11.6 Arson

12 Criminal Law: Defenses: Capacity, Justification & Excuse

12.1 Insanity: The Four Legal Tests 12.2 Intoxication, Diminished Capacity & Infancy 12.3 Self-Defense & Defense of Others 12.4 Defense of Property, Habitation & Law Enforcement Privileges 12.5 Duress & Necessity 12.6 Entrapment & Mistake as an Excuse

13 Torts: Intentional Torts to Persons & Property

13.1 Intent, Motive & Incapacity in Intentional Torts 13.2 Transferred Intent 13.3 Battery & Assault 13.4 False Imprisonment 13.5 Trespass to Land 13.6 Trespass to Chattels & Conversion

14 Torts: Privileges & Defenses to Intentional Torts

14.1 Consent: Express, Implied & Capacity 14.2 Exceeding & Vitiating Consent 14.3 Self-Defense & Defense of Others (Tort) 14.4 Defense of Property & Recapture of Chattels 14.5 Public & Private Necessity 14.6 The Shopkeeper's Privilege

15 Torts: Negligence — Duty of Care & Breach

15.1 Duty of Care & the Foreseeable Plaintiff 15.2 Affirmative Duties to Act & Special Relationships 15.3 Standard of Care: The Reasonable Person & Children 15.4 Professional Negligence, Informed Consent & Negligence Per Se 15.5 Land Possessor Liability & Premises Duties 15.6 Breach of Duty & Res Ipsa Loquitur

16 Torts: Causation, Defenses, Multiple Tortfeasors, Wrongful Death & Damages

16.1 Cause in Fact & Multiple Actors 16.2 Proximate Cause & Intervening Forces 16.3 Contributory, Comparative Negligence & Assumption of Risk 16.4 Joint and Several Liability, Contribution & Indemnity 16.5 Vicarious Liability & Non-Delegable Duties 16.6 Wrongful Death & Survival Actions 16.7 Statute of Limitations & Claim Accrual 16.8 Tort Damages: Compensatory, Nominal, Punitive & Mitigation

17 Torts: Strict Liability & Products Liability

17.1 Strict Liability for Animals 17.2 Abnormally Dangerous Activities & Scope of Risk 17.3 Strict Products Liability & Defect Categories 17.4 Products Liability Under Negligence, Warranty & Misrepresentation 17.5 Defenses to Products Liability

18 Torts: Emotional Distress, Defamation, Privacy & Economic Torts

18.1 Intentional Infliction of Emotional Distress 18.2 Negligent Infliction of Emotional Distress 18.3 Common Law Defamation: Elements, Libel & Slander 18.4 Constitutional Limits, Privileges & Defenses to Defamation 18.5 Invasion of Privacy 18.6 Nuisance & Economic Torts

6.3 Cure, Rejection, Revocation & Installment Contracts

Key Takeaways Explain This Topic AI

Under UCC section 2-508 a seller may cure within the contract time after seasonable notice, and may cure beyond that time where the seller had reasonable grounds to believe the tender would be acceptable.

Rejection must occur within a reasonable time after delivery and requires seasonable notice to the seller, or the buyer is deemed to have accepted.

Acceptance occurs by signifying conformity, failing to make an effective rejection after a reasonable opportunity to inspect, or doing any act inconsistent with the seller's ownership.

Revocation of acceptance under section 2-608 requires a non-conformity that substantially impairs value and either a reasonable expectation of cure that was not made or acceptance induced by difficulty of discovery.

Under section 2-612 an installment may be rejected only for a non-conformity that substantially impairs the value of that installment, and the whole contract is breached only where it substantially impairs the value of the whole.

Last updated: September 2026

  • Cure, Rejection, Revocation & Installment Contracts
  • I. Seller's Right to Cure Non-Conforming Tender (UCC § 2-508)

The harshness of the Perfect Tender Rule is balanced by the seller's statutory right to cure non-conforming tender under two distinct subsections of UCC § 2-508:

1. Cure Within Contract Time (UCC § 2-508(1))

Rule: Where any tender or delivery by the seller is rejected because non-conforming, and the time for performance has not yet expired , the seller has an absolute right to cure.

Requirements:

Seller gives seasonable notice to the buyer of intention to cure; and

Seller tenders a conforming delivery within the contractual deadline .

Exam Trap: If delivery is due on October 15, seller delivers on October 5, and buyer immediately rejects for non-conformity, the buyer cannot cancel the contract. Seller has an absolute right to deliver conforming goods by October 15.

2. Cure Beyond Contract Time (UCC § 2-508(2))

Rule: 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 they seasonably notify the buyer, have a reasonable further time to substitute a conforming tender, even though the contract deadline has passed.

"Reasonable Grounds to Believe": Established by:

  • Prior course of dealing between the parties (e.g., buyer previously accepted minor cosmetic flaws);
  • Trade usage and custom in the industry;

Seller delivering a newer, superior, or updated model of the product.

II. Acceptance, Rejection & Revocation of Acceptance

The buyer's rights and procedural burdens change dramatically depending on whether the goods have been accepted.

1. Rejection (§§ 2-601, 2-602)

Timing: Must occur within a reasonable time after physical delivery or tender.

Notice: Buyer must seasonably notify the seller of rejection.

Duty: Buyer must hold rejected goods with reasonable care at seller's disposition for a time sufficient to permit seller to remove them.

2. What Constitutes Acceptance (§ 2-606)

Acceptance occurs when the buyer:

After a reasonable opportunity to inspect, signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of non-conformity;

Fails to make an effective rejection after having had a reasonable opportunity to inspect; or

Does any act inconsistent with the seller's ownership (e.g., reselling the goods, altering them, integrating them into manufacturing).

  • 3. Legal Consequences of Acceptance (§ 2-607)
  • The buyer must pay the contract rate for any goods accepted;
  • The buyer can no longer reject the goods;
  • The burden shifts to the buyer to establish any non-conformity or breach;

The buyer must, within a reasonable time after discovery of breach, notify the seller or be barred from any remedy .

4. Revocation of Acceptance (UCC § 2-608)

Once a buyer has accepted goods, they can no longer reject under the Perfect Tender Rule. The buyer may revoke acceptance only if they satisfy the rigorous elements of UCC § 2-608:

Element of Revocation (§ 2-608) Legal Standard

1. Substantial Impairment Non-conformity must substantially impair the value of the goods to the buyer. (Subjective-objective test: evaluated in light of buyer's specific needs, but measured objectively).

2. Justifiable Acceptance Buyer must have accepted either:; (a) On the reasonable assumption that the non-conformity would be cured and it has not been seasonably cured; OR; (b) Without discovery, reasonably induced by the difficulty of discovery before acceptance (latent defect) or by seller's assurances.

3. Timely Notice Revocation must occur within a reasonable time after buyer discovers or should have discovered the ground for it.

4. No Substantial Change Must occur before any substantial change in condition of the goods which is not caused by their own defects.

III. Installment Contracts: The Major Exception to Perfect Tender (UCC § 2-612)

Under UCC § 2-612(1) , an installment contract is defined as one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even if the contract contains a clause stating "each delivery is a separate contract."

Important

The Perfect Tender Rule Does NOT Apply to Installment Contracts: In installment contracts, the UCC adopts a standard akin to common law substantial performance, governed by substantial impairment rather than perfect tender.

Rejection of an Individual Installment (§ 2-612(2)): The buyer may reject any installment only if the non-conformity substantially impairs the value of that installment and cannot be cured . If the non-conformity does not substantially impair the installment, or if the seller gives adequate assurance of its cure, the buyer must accept the installment.

Breach of the Whole Contract (§ 2-612(3)): Whenever non-conformity or default with respect to one or more installments substantially impairs the value of the whole contract , there is a breach of the whole. If it impairs only the particular installment, the aggrieved party cannot terminate the remaining installments.