Under a long-standing requirements contract between a restaurant owner and a dairy farmer, the farmer delivers substantially more product than customary on a delivery date. The owner attempts to accept only half, but the farmer insists the goods were already packaged. Which statement best describes whether the tender was conforming?

• A. Yes, because the quantity delivered matches the contract.
• B. No, because the farmer made a nonconforming tender of goods.
• C. Yes, because the owner has a duty to accept extra goods when offered.
• D. No, because the farmer is allowed to vary deliveries due to capacity.

Answer: (B)

The key idea is how a requirements contract governs quantity. Under a requirements contract, the buyer’s needs determine the quantity. The seller must tender goods that conform to those needs and do so in good faith. If the seller delivers a much larger quantity than the buyer’s actual requirements on a given delivery date, the tender isn’t conforming to the contract’s quantity terms, even if the goods are packaged and ready to ship.

Here, the dairy farmer delivered substantially more product than what the restaurant would require. Packaging does not change the fact that the quantity tendered exceeds the buyer’s needs for that period. The buyer is not obliged to accept extra goods beyond what the contract contemplates, and the extra quantity is a nonconforming tender. Therefore, the best statement is that the tender was nonconforming.

That rules out the other options: the quantity does not match, so it’s not conforming; there is no duty to accept excess goods just because they are offered; and a farmer cannot rely on capacity alone to justify deviating from the agreed quantity in a long-standing requirements contract.