Alaska Pacific Trading Co. v. Eagon Forest Products

Washington Court of Appeals · Contracts

ContractsSalesUCC Article 2perfect tenderlate deliveryshipment dateUCC 2-601modification

Facts

ALPAC agreed to ship about 15,000 cubic meters of logs from Argentina to Korea between the end of July and the end of August 1993, and Eagon agreed to buy them. As the log market softened, the parties exchanged communications and discussed possible changes, and ALPAC became concerned that Eagon might try to avoid the deal. ALPAC did not ship the logs by August 31 and canceled its reserved vessel because it believed Eagon was canceling, although the parties continued discussing the contract into September. By September 27, the logs still had not been shipped, ALPAC accused Eagon of breach, and Eagon responded that ALPAC's prior breach excused its performance.

Issue

Whether ALPAC's failure to ship the logs by the contract delivery date constituted a breach excusing Eagon's performance under UCC Article 2, and whether the parties modified or waived the delivery date. The court also considered whether Eagon failed to provide adequate assurances or anticipatorily repudiated the contract.

Rule

Under UCC Article 2, the perfect tender rule allows a buyer to reject goods if the goods or tender of delivery fail in any respect to conform to the contract, including as to time of tender. Contract modification under RCW 62A.2-209 does not require consideration but still requires mutual assent; silence alone is insufficient. Even if a delivery date is waived, the seller must still perform within a reasonable time. A demand for adequate assurances under RCW 62A.2-609 must be clear and generally in writing unless the parties' pattern of interaction clearly communicates that performance will be withheld absent assurance. Anticipatory repudiation requires a clear and positive statement or action indicating intent not to perform, not merely doubtful or indefinite expressions.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

Cascade Mill Supply, a seller in Portland, agreed to sell 800 machine-grade cedar panels to Blue Harbor Interiors in Seattle, with shipment required "no later than May 31." The panels fully matched the contract specifications, but Cascade did not ship until June 6 because its warehouse crew was behind schedule.

If Blue Harbor rejects the entire shipment solely because it was shipped late, which is the best answer?

Explanation. The majority opinion applied the UCC perfect tender rule, not common-law material breach doctrine. Under that rule, if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may reject the whole, and timeliness is part of conforming tender. Because the shipment missed the contractual deadline, the buyer may reject even though the panels themselves conformed.