Also known as:rightful revocation of acceptance · rightfully revoke acceptance · rightfully revoked acceptance · revocation of acceptance · UCC 2-608
Written by attorneys · grounded in primary & secondary sources — see below
A buyer's revocation of acceptance of goods whose nonconformity substantially impairs their value to the buyer. Revocation is available when the buyer accepted on the reasonable assumption that the nonconformity would be cured and it was not seasonably cured or when acceptance was reasonably induced by the difficulty of discovery before acceptance or by the seller's assurances. The revocation must occur within a reasonable time after discovery and before any substantial change in the goods not caused by their own defects and must be accompanied by notice to the seller.
Sources & Authorities· 8 primary sources
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Uniform Acts
Hornbooks
How it applies
Common Examples
3
Timely Notice After Discovery
Ridgeway Partners accepted specialized machinery from a supplier after the supplier assured that minor calibration issues would be fixed within days. Weeks later the defects persisted and caused production halts. Ridgeway Partners promptly notified the supplier of revocation before any further modification to the machinery occurred. The revocation satisfies the timing and notice requirements because it followed discovery within a reasonable period and preceded any substantial change not attributable to the defects themselves.
Security Interest After Revocation
Radiant Technologies paid for and accepted nonconforming circuit boards that failed under load testing. After discovering the defects Radiant Technologies notified the seller and revoked acceptance while still holding the boards. Radiant Technologies may retain possession of the boards and resell them to recover its payments and reasonable expenses incurred in inspection and custody because the revocation was justifiable.
Market Price at Arrival
Riverstone Manufacturing accepted a shipment of steel coils at its plant that later proved nonconforming. After rightful revocation Riverstone Manufacturing measures its damages using the market price of comparable coils at the plant location rather than the original place of tender. The place-of-arrival rule governs because revocation occurred after the goods had reached their destination.
Common questions
Frequently Asked
4
What conditions must a buyer satisfy to revoke acceptance of goods?+
The buyer must show a nonconformity that substantially impairs the value of the goods to the buyer. The buyer must also have accepted either on the reasonable assumption that the nonconformity would be cured or without discovering the nonconformity because discovery was difficult or the seller gave assurances. Revocation must occur within a reasonable time after discovery and before any substantial change in the goods not caused by their own defects and must include notice to the seller.
Supporting sources
Does acceptance with knowledge of a defect always bar later revocation?
No. Acceptance with knowledge bars revocation unless the buyer reasonably assumed the seller would seasonably cure the known nonconformity. When that assumption proves unfounded the buyer may still revoke provided the other statutory conditions are met.
Supporting sources
What remedies become available once a buyer rightfully revokes acceptance?+
The buyer obtains the same rights and duties regarding the goods as if the goods had been rejected. The buyer may recover payments made and expenses reasonably incurred and holds a security interest in the goods that permits resale in the manner of an aggrieved seller.
Supporting sources
How is market price measured when revocation occurs after the goods arrive?+
Market price is determined as of the place of arrival rather than the original place of tender. This rule applies specifically in cases of rejection after arrival or revocation of acceptance.
Supporting sources
ContractsPerformance, breach, and discharge · Breach (including material and partial breach, and anticipatory repudiation)UBEFoundational