Also known as: sellers right to cure · seller right to cure · right to cure · UCC 2-508 · cure
Written by attorneys — see sources below.
An opportunity afforded to a seller of goods to remedy a nonconforming tender of delivery. The right permits the seller to substitute conforming goods or otherwise correct the defect within the contract time or, when the time for performance has not expired, after seasonable notice to the buyer.
Sterling Manufacturing delivered a prototype machine to Sierra Solutions that lacked the specified safety interlock. Sterling notified Sierra of its intent to cure and tendered an identical model with the interlock installed before the contract deadline. Sierra must accept the conforming tender.
Sentinel Security shipped surveillance cameras missing the required encryption firmware. After Sierra Solutions rejected the shipment, Sentinel promptly notified the buyer and delivered conforming units with the firmware installed. The buyer cannot refuse the cure.
Spectrum Financial financed equipment for Samuel Soto that arrived with incorrect voltage ratings. The seller offered to replace the units within the cure window stated in the contract. Soto must permit the replacement before any acceleration of the debt.
Samantha Stone ordered custom software from Sterling Manufacturing that contained a coding error. Sterling offered a corrected version before the delivery date. Stone refused the tender and sued. Her refusal nullifies any claim for breach.
Scott Summers purchased industrial pumps from Sierra Solutions that failed pressure tests. Sierra delivered conforming pumps two days before the contractual delivery date. Summers must accept the goods and pay the contract price.
Serena Soto bought office furniture from Spectrum Financial that arrived with the wrong finish. Spectrum offered to refinish the pieces within the cure period. Soto rejected the offer and purchased replacements elsewhere. She loses the right to damages for the nonconformity.
A seller may cure a nonconforming tender if the time for performance has not yet expired and the seller seasonably notifies the buyer of intent to cure. The seller may also cure after the contract time if the seller had reasonable grounds to believe the tender would be acceptable.
A buyer's wrongful refusal to allow cure nullifies the seller's breach. The buyer loses all remedies for breach and may become liable for the price or damages measured by the contract-market differential.
The right to cure under UCC 2-508 applies to rejection of goods. Once the buyer has accepted the goods, the seller has no automatic right to cure under that section, though revocation of acceptance may raise separate issues.
Seasonable notice of intent to cure is required when the seller seeks to cure after the buyer has rejected the goods. Failure to give timely notice may prevent the seller from relying on the cure provision.
…for the open trial method of determining facts. The moving party cannot depend upon allegations in his own pleadings to cure deficient affidavits, nor can his adversary rely upon his own pleadings in lieu or in support of affidavits in opposition to a motion; however, a party can rely on his adversary’s pleadings…