Breach and Remedy for the Tender of Nonconforming Goods under the Uniform Commercial Code: An Economic Approach

Abstract

Article 2 of the Uniform Commercial Code gives a buyer the right to rescission or damages when goods tendered by the seller do not conform to the contract of sale. In this Article, Professor Priest discusses the origins and text of the Code's nonconforming tender provisions and analyzes the likely effect of the Code's choices of remedy on the economic efficiency of sales. He then examines case law under the Code and concludes that courts, often despite the letter of the statute, have interpreted and applied the nonconforming tender provisions in a manner consistent with minimization of costs.