1) Facts: Seller Clemens Horst (San Francisco) enters into CIF k w/ Biddell Bros (buyer, London) to ship hops to UK. After k entered into BB insists upon right to inspect hops for quality prior to payment. Horst claims that payment due upon issuance of bill of lading. Horst claims BB’s demands invalidates k and doesn’t ship. BB sues for breach of contract. Terms of the K: net cash (if it would’ve said against documents, no problem)
2) What could’ve been done different? Draft in “against documents” and protect Seller. In a cif k the seller has guaranteed the price of the goods, the insurance and the freight – so any fluctuation risk is assumed by the seller. To protect against non-conforming goods: have a reliable 3d party inspect the goods; or have samples sent (could’ve written it into the contract). Once you put the cif k in, you can vary the terms.
4) Reasoning: LJ Williams: payment is due when seller has done everything that was required of him. So where does a seller’s obligation end? UCC in 20th century is exactly the same as Williams said the obligations of a seller are. Once tender of documents payment is due.