In January, a farmer contracts with a chef to sell a certain quantity of local organic tomatoes to be delivered by August 1. The farmer tells the chef on June 15 that some of the crop is infested with pests and that he might not deliver on time. The chef insists timely delivery is essential. The farmer promises to try to deliver on time. Does the chef have legal grounds to cancel and order tomatoes from another source?

• A. No, because the farmer did not state unequivocally that he could not deliver the tomatoes on time.
• B. No, because the farmer still has more than 30 days to deliver the tomatoes.
• C. Yes, because the farmer committed to deliver.
• D. Yes, because the chef demanded assurances as required by the UCC.

Answer: (A)

The key idea is that a contract for the sale of goods can be breached only if there is clear nonperformance or repudiation when performance is due, or if time is explicitly of the essence. Here, the farmer’s June 15 statement that some of the crop “might” be late and his promise to “try” to deliver on time does not amount to an unequivocal refusal or inability to perform by August 1. There’s no outright breach or anticipatory repudiation, and unless the contract says time is of the essence, a mere possibility of delay does not justify canceling the contract.

The chef could have sought written assurances if there were reasonable grounds for insecurity, but demanding assurances does not automatically give the right to cancel. If assurances are inadequate or not provided in a reasonable time, the buyer may treat the situation as repudiation and cancel, or pursue damages. So, at this point, the chef does not have legal grounds to cancel based on the farmer’s statement alone.