Sale of Goods and UCC Remedies | CLE Course

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Course Details

Course Information

smart_display Format
On-Demand
signal_cellular_alt Difficulty Level
work Practice Area
Commercial Law

Date & Time

event Date
Tuesday, January 4, 2022
schedule Time
1:00 p.m. ET./10:00 a.m. PT
timer Program Length
90 minutes

Credit Information

This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00

CLE

ALL

This CLE webinar will address the issues regarding UCC remedies in sales contracts. The panel will go over best practices in tailoring sales contracts to avoid the most costly remedies and conflicts that persist under UCC-2. The panel will discuss how buyers and sellers must act when rejecting items, when receiving nonconforming goods, and when and how a seller can use the right to cure.

Faculty

Harsh Arora

Partner

Nelson Mullins Riley & Scarborough LLP

Mr. Arora concentrates in the areas of domestic and international corporate transactions and related business dispute resolution. He counsels public and privately held companies as a boardroom advisor and a courtroom advocate in high-stakes corporate matters. Mr. Arora serves as general counsel for businesses with a prominent national or international presence. His general counsel practice focuses on preventative counseling and business structuring. Mr. Arora advises clients on mergers, acquisitions, conversions, and domestications. He has handled a wide range of business closings, negotiations, trademark registrations, corporate governance, industry-focused due diligence for regulatory aspects of proposed deals, and business tax matters in connection with audits by tax authorities. Mr. Arora also assists clients with dispute resolution relating to corporate transactions through business litigation, arbitrations, and mediations. He handles complex cases such as parallel civil and administrative proceedings, multidistrict actions, and bet-the-company litigation.

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Andrew B. Fromm

Partner

Brooks Wilkins Sharkey & Turco, PLLC

Mr. Fromm specializes in business contracts, litigation, supply chain agreements, negotiations, disputes, warranty and recall litigation, and state and federal compliance issues. He has successfully represented and counseled clients in a significant number of state and federal lawsuits, arbitrations, and multiple consumer class actions. Mr. Fromm also has extensive experience in representing multiple Fortune 500 corporations, automotive companies, manufacturing companies, and private clients throughout all phases of complex litigation involving product liability, wrongful death, negligence, contract, warranty, and indemnity disputes, insurance-coverage disputes, and compliance and regulatory issues involving various state and federal agencies.

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Nicholas J. Ellis

Partner

Foley & Lardner LLP

Mr. Ellis’ practice focuses on manufacturing and supply chain disputes, UCC, warranty claims, contract law, and business tort law. He also routinely counsels clients on a variety of commercial contract issues. He is a member of the firm’s Business Litigation & Dispute Resolution Practice and the Automotive Industry Team. Mr. Ellis has experience litigating disputes in state and federal courts on a wide range of matters, including warranty claims, breach of contract, tortious interference, misappropriation of trade secrets, breach of non-compete agreements, and other complex commercial disputes.

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Description

The last two years have rattled the economy, and many businesses face difficulties honoring contracts. When contracts involve the sale of goods, counsel must consider Article 2 of the UCC to amend agreements during these uncertain times.

The UCC gives a buyer a right to inspect goods before accepting or paying for them, and a buyer is not required to pay for goods that they do not accept. More specifically, before making payment, the buyer has the right to inspect the goods "at any reasonable place and time and in any reasonable manner." Buyers have two options--rejection, which occurs before a buyer accepts the goods--versus revocation, which refers to situations where a buyer has already taken the goods.

The UCC gives buyers the right to revoke acceptance of goods only in narrow circumstances. Those circumstances include when a buyer accepts nonconforming goods on a reasonable assumption the seller will promptly cure the nonconformity, or a buyer initially accepts goods without discovering nonconformity because of difficulty or the seller's assurances.

As opposed to the UCC, general contract law allows for a party to fulfill contractual obligations through substantial performance. This means that it may suffice if a party substantially, though not perfectly, meets the contract's requirements. However, the UCC requires "perfect tender" by the seller. As mentioned above, tender means, in essence, the delivery of goods to the buyer, and perfect tender means delivering goods that precisely meet the terms of the contract. According to the UCC, if the goods as tendered "fail in any respect to conform to the contract," the buyer has various options, including rejecting the goods.

The UCC gives a seller the right to cure goods delivered to a buyer that are defective or nonconforming. In other words, if a seller delivers goods that don't match the contract and the buyer rejects those goods, the UCC allows the seller to fix the problem. The seller has the right to cure when the buyer refuses goods because of nonconformity, and the seller still has time under the contract to provide conforming goods; or where the seller had reasonable grounds to believe the nonconforming goods delivered would be acceptable, with or without a money allowance.

Listen as our expert panel discusses the remedies available under the UCC for buyers and sellers, explains how to implement those remedies, and offers best practices to amend contract terms to address the most costly and burdensome requirements under the UCC.