Contracts and Sales Multistate Bar Practice Exam

What is the result of shipping nonconforming goods as a form of acceptance?

1. It is neither a breach nor an acceptance

2. It constitutes a breach if promised to ship

3. It results in automatic acceptance of the contract

4. It invalidates the purchase agreement

The correct answer is: It constitutes a breach if promised to ship

Shipping nonconforming goods generally constitutes a breach of contract if the seller has promised to ship conforming goods. Under the Uniform Commercial Code (UCC), a contract for the sale of goods requires that the goods delivered must match the terms of the contract in terms of quantity, quality, and type. When a seller ships goods that fail to conform to these specifications, it signifies a failure to meet the agreement's terms, thereby constituting a breach. In this context, even though sending nonconforming goods might suggest some level of acceptance of the offer, the key factor is that it clearly does not fulfill the terms agreed upon. The presence of nonconforming goods typically gives rise to the right for the buyer to reject the goods, effectively indicating that the seller has not met their obligations under the contract. The other options do not accurately capture the legal implications of sending nonconforming goods. The notion of a breach being neither a breach nor an acceptance misrepresents the clear expectations set forth in a sales contract. Automatic acceptance does not occur because conforming goods are what validate acceptance under a contract, not nonconforming ones. Finally, while invalidation of the purchase agreement could happen in some circumstances, the more precise legal outcome in most cases