M Civ JI 140.14 Contract Action - UCC: Buyer’s Rejection of Goods or Part of the Goods

*(The buyer rejected [ all / some ] of the goods (and accepted the rest of the goods).)

†(If the contract is not an installment contract,) the buyer must accept goods from the seller if the goods and the manner, time, and place of their [ delivery / tender ] conform to the contract. ‡(Tender means that the seller has put and holds goods at the buyer’s disposal and has given the buyer any notification reasonably necessary to enable [ him / her / it ] to take delivery.) The buyer is entitled to reject [ all / some ] of the goods if the goods or the manner, time, or place of their [ delivery / tender ] do not conform to the contract and the buyer notifies the seller of the nonconformity within a reasonable time after [ delivery / tender ]. The buyer has the burden of proving that [ he / she / it ] gave the seller the required notification.

If you determine that the [ goods / manner, time, and place of their [ delivery / tender ] ] conformed to the contract or that the buyer failed to notify the seller of [ his / her / its ] rejection within a reasonable time after [ delivery / tender ], then the buyer has breached the contract.

**(If you determine that the [ goods / manner, time, or place of their [ delivery / tender ] ] did not conform to the contract and that the buyer notified the seller of [ his / her / its ] rejection within a reasonable time after [ delivery / tender ], then the seller has breached the contract.)

Note on Use

*Delete this sentence if M Civ JI 140.13 is used.

†This phrase should be read if M Civ JI 140.13 is used.

‡The definition in parentheses should be read when appropriate.

**The paragraph in parentheses should be used if there is a counterclaim by the buyer.

A buyer who has accepted (see the definition in MCL 440.2606) goods may not reject, but may be entitled to revoke acceptance (M Civ JI 140.12). Colonial Dodge Inc v Miller, 420 Mich 452; 362 NW2d 704 (1984).

Comment

MCL 440.2601, .2602, .2603.

In certain situations involving shipment contracts, a buyer can only reject for material delay or loss. MCL 440.2504. The right of the seller to cure is a limitation on the right to reject. MCL 440.2508.

There may also be contractual limitations on the right to reject. See North American Steel Corp v Siderius Inc, 75 Mich App 391; 254 NW2d 899 (1977) (but where seller refused to comply with trade usage term of contract calling for price adjustment for nonconforming steel, buyer was entitled to reject).

History

M Civ JI 140.14 was added January 1987.