FACTS Moulton Cavity & Mold Inc. agreed to manufacture twenty-six innersole molds to be purchased by Lyn-Flex. Moulton delivered the twenty-six molds to Lyn-Flex after Lyn-Flex allegedly approved the sample molds. However, Lyn-Flex rejected the molds, claiming that they did not satisfy the specifications exactly, and denied that it had ever approved the sample molds. Moulton then sued, contending that Lyn-Flex wrongfully rejected the molds. Lyn-Flex, arguing that the Code’s perfect tender rule permitted its rejection of the imperfect molds, regardless of Moulton’s substantial performance, appealed from a judgment entered by the trial court in favor of Moulton.
DECISION Judgment for Moulton reversed and a new trial ordered.
OPINION Delahanty, J. In Smith, Fitzmaurice Co. v. Harris [citation], a case decided under the common law, we recognized the then-settled rule that with respect to contracts for the sale of goods the buyer has the right to reject the seller’s tender if in any way it fails to conform to the specifications of the contract. We held that "[t]he vendor has the duty to comply with his order in kind, quality and amount." [Citation.] Thus, in Smith, we ruled that a buyer who had contracted to purchase twelve dozen union suits could lawfully refuse a tender of sixteen dozen union suits. Various provisions of the Uniform Sales Act, enacted in Maine in 1923, codified the common-law approach. [Citation.] The socalled "perfect tender" rule came under considerable fire around the time the Uniform Commercial Code was drafted. No less an authority than Karl Llewellyn, recognized as the primum mobile of the Code’s tender provisions, [citations], attacked the rule principally on the ground that it allowed a dishonest buyer to avoid an unfavorable contract on the basis of an insubstantial defect in the seller’s tender. [Citation.] Although Llewellyn’s views are represented in many Code sections governing tender, the basic tender provision, Section 2-601, represents a rejection of Llewellyn’s approach and a continuation of the perfect tender policy developed by the common law and carried forward by the draftsmen of the Uniform Sales Act. [Citations.] Thus, Section 2-601 states that, with certain exceptions not here applicable, the buyer has the right to reject "if the goods or the tender of delivery fail in any respect to conform to the contract ***" (emphasis supplied). Those few courts that have considered the question agree that the perfect tender rule has survived the enactment of the Code. [Citations.] We, too, are convinced of the soundness of this position.
INTERPRETATION If the seller does not perform his contractual obligations exactly, the buyer may rightfully reject the seller’s performance.
Do you agree with the Code’s perfect tender rule? Explain.