I need response to the case written below. Please make sure each paragraph is error/grammar free and further the discussion by making constructive criticism or linking the case to content.

------

The legal case I selected for this week Is on contractual performance for this week is on sales, acceptance, and revocation of acceptance between a buyer and a seller using the UCC as a yardstick. A sales transaction can relate to real property, to goods, and to other forms of personal property. As a general rule, a seller is obligated to deliver or tender delivery of goods that measure up to the requirements of the contract and to do so at the proper time and at the proper place. The goods and other performance of the seller must conform to the contract. The seller is required to tender delivery as a condition to the buyers duty to accept the goods and pay for them. Thus, the seller has performed when he or she has made the goods available to the buyer. The buyer, in turn, must render his or her performance, which means that the buyer must accept the goods and pay for them. When one or both of these parties breach the sales contract, the Code provides for numerous remedies. These remedies are available unless, by the language in the sales contract, the buyer and seller have agreed to limit or modify the Code remedies.

The contractual performance case on sales acceptance and revocation between Colonial Dodge Inc the plaintiff v. Miller the defendant. The case was on appeal from the Michigan Court of Appeals to the Supreme Court of Michigan with case No. 420 Mich. 452 (1984), 362 N.W.2d 704. The case is in a post-trial stage as it was Argued on April 5, 1984, and Decided on December 28, 1984.

Background and Case Fact

On April 19, 1976, defendant Clarence Miller ordered a 1976 Dodge Royal Monaco station wagon from plaintiff Colonial Dodge which included a heavy-duty trailer package with extra-wide tires.

On May 28, 1976, the defendant picked up the wagon, drove it a short distance where he met his wife, and exchanged it for her car. Defendant drove that car to work while his wife returned home with the new station wagon. Shortly after arriving home, Mrs. Miller noticed that their new wagon did not have a spare tire. The following morning defendant notified the plaintiff that he insisted on having the tire he ordered immediately, but when told there was no spare tire then available, he informed the salesman for the plaintiff that he would stop payment on the two checks that were tendered as the purchase price, and that the vehicle could be picked up from in front of his home. Defendant parked the car in front of his home where it remained until the temporary ten-day registration sticker had expired, whereupon the car was towed by the St. Clair police to a St. Clair dealership. Plaintiff had applied for license plates, registration, and title in the defendant's name. Defendant refused the license plates when they were delivered to him.

According to the plaintiff's witness, the spare tire was not included in the delivery of the vehicle due to a nationwide shortage caused by a labor strike. Some months later, the defendant was notified his tire was available.

Plaintiff sued the defendant for the purchase price of the car. On January 13, 1981, the trial court entered a judgment for the plaintiff finding that defendant wrongfully revoked acceptance of the vehicle. The Court of Appeals decided that defendant never accepted the vehicle under MCL 440.2606; MSA 19.2606 of the Uniform Commercial Code and reversed. 116 Mich App 78, 85; 322 NW2d 549; 34 UCCRS 123 (1982). On rehearing, the Court of Appeals, noting the trial court found the parties had agreed that there was a valid acceptance, affirmed the trial court's holding that there was not a substantial impairment in value sufficient to authorize the defendant to revoke acceptance of the automobile.

Issues

This case requires the Court to decide whether the failure to include a spare tire with a new automobile can constitute a substantial impairment in the value of that automobile entitling the buyer to revoke his acceptance of the vehicle under MCL 440.2608; MSA 19.2608.

Defendant argues that he never accepted the vehicle under MCL 440.2606; MSA 19.2606, claiming mere possession of the vehicle is not sufficient according to the UCC. Plaintiff contends defendant did accept the vehicle by executing an application for Michigan title and driving the vehicle away from the dealership. The dealership argued that the buyer accepted the car when he signed a title application and drove the car away from the dealership.

The trial court stated the parties agree that defendant Miller made a valid acceptance of the station wagon under section 2.606 of the Uniform Commercial Code.

Plaintiff argues the missing spare tire did not constitute a substantial impairment in the value of the automobile, within the meaning of MCL 440.2608 Plaintiff claims a missing spare tire is a trivial defect and proper construction of this section of the UCC would not permit defendant to revoke under these circumstances It maintains that since the spare tire is easy to replace and the cost of curing the nonconformity very small compared to the total contract price, there is no substantial impairment in value.

Defendant car buyer appealed the decision of the Court of Appeals (Michigan) that affirmed the judgment entered for the plaintiff car dealership in its action to recover the purchase price of a car. The trial court had held that there was not substantial impairment in the value of the car purchased from the dealership sufficient to authorize the buyer to revoke his acceptance of the car. On appeal to the Michigan Supreme Court, the plaintiff lost. In this case, the defendants concern with safety is evidenced by the fact that he ordered the special package which included spare tires. The defendants occupation demanded that he travel extensively, sometimes in excess of 150 miles per day on Detroit freeways, often in the early morning hours, that he was afraid of a tire going flat at 3 a.m. Without a spare, he would be helpless until morning business hours. The dangers attendant upon a stranded motorist are common knowledge, and Mr. Millers fears are not unreasonable. The court observed that although he had accepted the car before he discovered the nonconformity, that did not preclude revocation: the spare was under a fastened panel, concealed from view.

Conclusion and Court Decision, The court held that under the circumstances the failure to include the spare tire as ordered constituted a substantial impairment in value to the buyer and that the buyer could properly revoke his acceptance.

A missing spare tire was not a trivial defect and substantially impaired the car's value to the buyer within the meaning of Mich. Comp. Laws 440.2608(1) (Mich. Stat. Ann. 19.2608(1)) in view of the safety concerns that arose from the extensive travel demanded by the buyer's occupation.

The dealership received timely notice of revocation under the statute and the buyer's behavior did not prevent it from curing the nonconformity.

The decision that affirmed the judgment entered for the dealership in its action to recover the purchase price of a car from the buyer was reversed.

My Opinion

MCL 440.2608 and MSA 19.2608 says the buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him; Revocation of acceptance is possible only where the nonconformity substantially impairs the value of the goods to the buyer. For this purpose, the test is not what the seller had reason to know at the time of contracting; the question is whether the nonconformity is such as will in fact cause a substantial impairment of value to the buyer through the seller had no advance knowledge as to the buyer's particular circumstances.

Under this circumstance, the failure to include the spare tire as ordered constituted a substantial impairment in value to Mr. Miller, and that he could properly revoke his acceptance under the UCC.

MCL 440.2608(2), MSA 19.2608(2) requires that the seller be notified of the revocation of acceptance and that it occurs within a reasonable time of the discovery of the nonconformity. Defendant Mr. Miller notified the plaintiff of his revocation the morning after the car was delivered to him. Notice was given within a reasonable time.

The UCC says If the contract has been breached, the loss will be borne by the party who has breached [2- 510(1)]. Thus, if the seller has tendered or delivered goods that are nonconforming, the seller bears the risk of loss. The seller remains responsible until he or she rectifies the nonconformity, or the buyer accepts the goods despite their defects.

A buyer has the privilege of revoking his or her acceptance of the goods under proper circumstances. If the buyer rightfully revokes acceptance, the risk of loss is back on the seller to the extent that the buyers insurance does not cover the loss. In this situation, the seller has the benefit of any insurance carried by the buyer (the party most likely to have applicable insurance), but any uninsured loss is on the breaching seller. Loss may occur while goods are in the sellers control before the risk of loss has passed to the buyer. If the buyer repudiates the sale (breaches the contract) at a time when the seller has identified proper goods to the contract, the seller can impose the risk of loss on the buyer for a reasonable time. The basic concept of the Code is that the burden of losses should be that of the party who has failed to perform as required by contract.