The doctrine of substantial performance does not apply to a contract for the sale of goods. A buyer has the right to reject a seller's tender if it fails to conform to the terms of the contract in any way.
Moulton agreed to manufacture molds for Lyn-Flex within five weeks. Moulton manufactured several molds, but they were imperfect. Lyn-Flex was dissatisfied with the molds, but Moulton believed the molds were still acceptable. Moulton manufactured and delivered the rest of the molds five weeks later than the delivery date specified in the contract. Lyn-Flex demanded that the molds be redesigned, but Moulton refused. Lyn-Flex refused to pay and obtained molds from another manufacturer. Moulton sued claiming that the contract had been substantially performed.
Does the doctrine of substantial performance apply to a contract for the sale of goods?
The court ruled that under § 2-601 of the Maine Uniform Sales Act, the doctrine of substantial performance did not apply to a contract for the sale of goods. The court ruled that § 2-601 codified the common law rule that the buyer of goods had the right to reject the seller's tender if in any way it failed to conform to the contract specifications. Further, under § 2-711, the buyer had the right to cancel the contract if the seller failed to make delivery. The court rejected the seller's argument that the instruction incorporated the doctrine of anticipatory breach. The trial judge did not so qualify the charge. Judgment for the buyer was not appropriate, however, because questions of fact remained.