The Buyer's Remedy of Revocation of Acceptance under U.C.C. Section 2-608

Once the buyer has accepted the goods, its rights and duties change dramatically. Clearly, the most important consequence of acceptance is that the buyer is obligated to pay the purchase price. See Section 2-607(1). Certainly, if the sellers performance fails to conform to the contract, the buyer is entitled to damages, but damages are hardly adequate compensation for being unable to return goods that are no longer wanted. In this type of case, the buyer's right to revoke acceptance pursuant to section 2-608 suggests itself as a necessary remedy if the buyer's expectations are to be legitimately secured. Without this remedy it is doubtful that the buyer will perceive the situation as corrected. Once acceptance has been effectively revoked, the goods are returned to the seller, and the purchase price is refunded to the buyer. In the event that the seller refuses to cooperate, the buyer is given the benefit of a lien on the goods under section 2-711(3). One should not confuse the remedy of revocation with the common law right to rescind. Although both remedies share some common ground, there is one major difference between the two. The buyer who revokes does not forfeit its right to damages. See Section 2-608 comment 1.

 

Revocation is dependent on a breach of warranty. It is worth noting that, notwithstanding the similar effects of rejection and revocation, the prerequisites to the use of each are quite different. Consider their respective scope of application. One need only compare the language of section 2-601 (if the goods or the tender of delivery fail in any respect to conform to the contract . . . ) with that of section 2-608(1) (a lot or commercial unit whose non-conformity . . . . ) to see very clearly that the two sections were never intended to have the same scope. The buyer's right to revoke acceptance is dependent on the presence of express or implied warranties. There can be no non-conformity if there is no warranty to which the goods must conform. Accordingly, either a warranty must be found, or an attempted disclaimer must be overcome.

 

One other difference of key importance between rejection and revocation deserves to be mentioned. The remedy of revocation is lost when the buyer knew or should have known of the non-conformity at the time of acceptance and did not receive the sellers assurances of cure. See Section 2-608(1)(b).