A Nonconforming Produce Delivery at Rosa's Kitchen
Rosa's Kitchen contracts with Valley Produce for weekly deliveries: 300 lb of romaine at $1.10/lb and 200 lb of tomatoes at $1.80/lb, on a 12-month requirements contract. The agreement says the buyer must inspect and give written notice of any defect within 48 hours, and that time is of the essence for event orders. On Thursday, two days before a 200-guest wedding, Valley delivers romaine that is wilted and brown at the edges and tomatoes six hours after the agreed 6 a.m. window; 40 lb of the tomatoes are bruised. Rosa rejects the romaine, buys 300 lb at $2.40/lb from a retailer, and accepts the tomatoes. She uses what she can, but comps $600 of desserts because the salad course is late. Valley invokes a force majeure clause citing an unusual heat wave and refuses to credit the romaine. Rosa wants to know her rights and whether to keep Valley as a supplier.
1. Was Rosa's rejection of the romaine effective under the UCC? Calculate her cover damages and identify what she must do to preserve the claim.
Read the worked answer
Under the UCC's perfect tender rule, Rosa may reject goods that fail in any respect, and wilted, brown romaine is nonconforming. But rejection must be timely and accompanied by seasonable notice; the contract's 48-hour written notice clause is enforceable if it is not unconscionable. She should send written notice identifying the shipment, the defect, and the rejection, and preserve photos and samples.
Cover damages: she bought 300 lb at $2.40 against a contract price of $1.10, so the difference is ($2.40 − $1.10) × 300 = $390, plus incidental cover costs such as delivery, less any expenses saved. She must act in good faith and without unreasonable delay, and she should not resell or discard the rejected romaine without giving Valley a reasonable chance to retrieve it. She also needs the cover receipt. The force majeure claim does not excuse a quality defect merely because the weather was hot; she should reject that excuse in writing and reserve all remedies.
2. Analyze the tomato delivery and the $600 in comped desserts. What can Rosa recover, and what limits apply?
Read the worked answer
Rosa accepted the tomatoes, so she cannot reject them now; acceptance does not waive damages, but she must notify Valley within a reasonable time of discovering the breach (UCC 2-607(3)). For the 40 lb of bruised tomatoes, direct damages are the difference in value, about 40 × $1.80 = $72, or the cost of cover if she replaced them. She may deduct that from the invoice (UCC 2-717) if she gives notice.
The late delivery is separate. Because this was an event order and time was made of the essence, the six-hour delay is a breach. The $600 in comped desserts can be recovered as consequential damages only if Valley had reason to know of the wedding and the risk of delay when contracting; a produce supplier told the delivery was for a Saturday wedding likely meets that foreseeability test. She must prove the comps were caused by the delay and that she mitigated-for example, by using the tomatoes anyway and adjusting the menu. The force majeure clause is weak here: heat is a foreseeable produce risk, and the clause likely excuses only unforeseeable events that make performance impracticable, not a quality shortfall. She should claim $72 plus $600, with documentation.
3. Should Rosa terminate the contract? Recommend a decision with criteria and a communication plan.
Read the worked answer
Do not terminate on one incident. Cancellation is available when a breach goes to the whole contract or substantially impairs the value of an installment; one bad delivery with a plausible cure does not clearly meet that bar, and losing a supplier before event season may cost more than it saves. Use a graduated response: demand written assurance of future performance, require a corrective action plan with delivery windows and temperature/quality checks, place Valley on 30-day probation, and dual-source event-critical produce in the meantime. Keep a documented record of cover costs and comps.
Exit criteria: a second nonconforming event delivery, a missed delivery window for an event, or refusal to credit valid claims. If any occurs, send written notice of cancellation, buy cover, and claim the difference plus foreseeable consequential losses. Communicate in writing, keep it factual, and avoid threatening language that could complicate a later negotiation. A short, firm letter with a cure deadline is more useful than immediate termination.