Document Type



This Note analyzes the intersection of two fundamental components of American sales law under the Uniform Commercial Code: the perfect tender rule and the duty of good faith. It focuses on cases in which buyers of goods use their right to perfect tender to avoid purchasing goods that have become diminished in value. Some commentators, and, indeed, some courts, have argued that such conduct runs afoul of parties’ underlying duty of good faith in the performance of contracts. This Note rejects this position, and, instead, argues that if goods are truly non-conforming—even if only “trivially” non-conforming—buyers should retain their right of rejection irrespective of the hardship this may impose on the seller of goods. In short, this Note suggests that the duty of good faith should never override a party’s otherwise tenable right of rejection and advocates a judicial framework that can allow courts to deal with difficult cases in a way that is consistent with the intent of the parties and conducive to the development of a more predictable body of contract law.