Also known as: wrongful rejections · wrongfully reject · wrongfully rejected · unjustified rejection
Written by attorneys · grounded in primary & secondary sources — see below
A buyer's unjustified refusal to accept goods tendered under a sales contract. The refusal may rest on an erroneous claim that the goods fail to conform or on a procedurally defective notice. Although the rejection breaches the contract, it remains effective and returns the goods to the seller's control.
Woodridge Manufacturing tendered custom components that conformed to Watershed Pharmaceuticals' specifications. Watershed rejected the shipment without stating any defect. Woodridge sued for the contract price but the court found the goods were not identified in a way that prevented resale. Woodridge therefore recovered damages for non-acceptance instead.
Walker Valley Produce contracted to buy 600 Scotch pines from Winslow Aviation's nursery. The trees met all contract specifications when tendered. Winslow Aviation refused the delivery claiming minor color variation. The court held the rejection wrongful and awarded the nursery damages for the lost sale.
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Yes. A buyer who gives timely notice rejects the goods even when the stated reason is mistaken. The rejection is effective and returns the goods to the seller, but the buyer is liable for breach.
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The seller may recover damages for non-acceptance under UCC § 2-708. If the seller is not entitled to the price under § 2-709, damages are still awarded. Incidental damages under § 2-710 are also available.
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Yes. The buyer remains liable for the difference between the contract price and the resale price plus incidental damages. The seller must hold the goods for the buyer until judgment but may resell if commercially reasonable.
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A consistent course of performance can show that the parties treated minor variations as acceptable. When that course conflicts with trade usage, the course of performance controls and a sudden rejection based on usage alone is wrongful.
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