GA Code § 11-2-606 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 6 - Breach, Repudiation, and Excuse|§ 11-2-606. What Constitutes Acceptance of Goods

  Acceptance of goods occurs when the buyer:     After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their nonconformity; or   Fails to make an effective rejection (subsection (1) of Code Section 11-2-602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or   Does any act inconsistent with the seller's ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by him.    Acceptance of a part of any commercial unit is acceptance of that entire unit.   (Code 1933, § 109A-2 - 606, enacted by Ga. L. 1962, p. 156, § 1.)   Law reviews.   - For article, "Buyer's Right of Rejection: A Quarter Century Under the Uniform Commercial Code, and Recent International Developments," see 13 Ga. L. Rev. 805 (1979). For survey article on construction law for the period from June 1, 2002 through May 31, 2003, see 55 Mercer L. Rev. 85 (2003). For note, "Buyer's Right to Revoke Acceptance Against the Automobile Manufacturer for Breach of its Continuing Warranty of Repair or Replacement," see 7 Ga. L. Rev. 711 (1973).   JUDICIAL DECISIONS   When acceptance occurs.    - O.C.G.A. § 11-2-606 requires that acceptance of goods occurs when buyer has had reasonable opportunity to inspect them and signifies to seller that they are conforming or that buyer will take or retain them in spite of their nonconformity. Economy Forms Corp. v. Kandy, Inc., 391 F. Supp. 944 (N.D. Ga. 1974), aff'd, 511 F.2d 1400 (5th Cir. 1975).   Notice of rejection not reasonable.   - See Economy Forms Corp. v. Kandy, Inc., 391 F. Supp. 944 (N.D. Ga. 1974), aff'd, 511 F.2d 1400 (5th Cir. 1975).   No subsequent right to reject after inspection and acceptance.    - Where the plaintiff had ample opportunity to inspect the car to ascertain whether it had an operating air-conditioner and radio before plaintiff took possession of it and signed the bill of sale and the financing documents, plaintiff had no subsequent right to reject the vehicle for nonconformance. Bicknell v. B & S Enters., 160 Ga. App. 307, 287 S.E.2d 310 (1981).   Revocation of acceptance.    - Revocation of a contractor's acceptance of equipment could be found where there was evidence that the supplier was well aware of the problems with the equipment and made an adjustment to the contractor's account that the contractor did not find to be adequate. Williams v. Crispaire Corp., 225 Ga. App. 172, 483 S.E.2d 653 (1997).    Granting defendants a directed verdict on a truck buyer's revocation of acceptance claim under O.C.G.A. § 11-2-608 was error when the buyer testified that the truck had been in for repairs more than 30 times, that the buyer had tried to get a replacement or a refund, and that the buyer had continued to use the truck and to pay the note, taxes, and insurance on the truck because the buyer could not afford to buy another truck while attempting to resolve the problems with this one and because the buyer had no other means of transportation; although certain provisions in O.C.G.A. §§ 11-2-602 and11-2-606 might support the unqualified proposition that continued use was inconsistent with a revocation of acceptance, issues such as whether there was effective revocation of acceptance were ordinarily jury matters, and expecting a buyer to discontinue use could be contrary to the UCC's rule of reasonableness. Franklin v. Augusta Dodge, Inc., 287 Ga. App. 818, 652 S.E.2d 862 (2007).   Reacceptance of goods.    - A buyer who has attempted to reject rather than to accept goods may nonetheless accept them by virtue of buyer's post-rejection conduct with respect to them. Likewise, a buyer who purports to revoke acceptance of goods may be found to have reaccepted them if, after such revocation, the buyer performs acts which are inconsistent with the seller's ownership of the goods. Griffith v. Stovall Tire & Marine, Inc., 174 Ga. App. 137, 329 S.E.2d 234 (1985).    A buyer reaccepted a motor vehicle after purported revocation of acceptance, even though the buyer gave sufficient notice that the buyer revoked acceptance of the vehicle, when the buyer refused the seller access to it, persisted in efforts to have the vehicle repaired by entities other than the seller, and continued to possess and use the vehicle, which had been driven over 120,000 miles. Griffith v. Stovall Tire & Marine, Inc., 174 Ga. App. 137, 329 S.E.2d 234 (1985).   Actions inconsistent with seller's ownership constituting acceptance by buyer.   - See Economy Forms Corp. v. Kandy, Inc., 391 F. Supp. 944 (N.D. Ga. 1974), aff'd, 511 F.2d 1400 (5th Cir. 1975).    Because the purchaser of an automobile continued to drive the vehicle, pay taxes on it, and insure it after the purchaser had complained of defects, these post-revocation acts constituted exercises in ownership that were inconsistent with the seller's ownership; the buyer's attempted revocation was ineffective under O.C.G.A. § 11-2-606(1)(c) and O.C.G.A. § 11-2-608(1)(b). Hines v. Mercedes-Benz USA, LLC, 358 F. Supp. 2d 1222 (N.D. Ga. 2005).   Installation by the buyer of heavy equipment supplied by the seller is an act inconsistent with the seller's ownership. United States ex rel. Fram Corp. v. Crawford, 443 F.2d 611 (5th Cir. 1971); Clow Corp. v. Metro Pipeline Co., 442 F. Supp. 583 (N.D. Ga. 1977).    Hospital lost the right to revoke the hospital's acceptance of pumps the hospital bought from a medical supplier as nonconforming goods pursuant to O.C.G.A. § 11-2-606 by the hospital's course of conduct, i.e., by keeping the pumps for many months after the pumps were delivered without paying for the pumps, up to and including the time of suit. Ardus Med., Inc. v. Emanuel County Hosp. Auth., 558 F. Supp. 2d 1301 (S.D. Ga. 2008).    Seller of trailers was entitled to judgment as a matter of law on a buyer's breach of contract claim; the buyer accepted delivery of the trailers pursuant to O.C.G.A. § 11-2-606(c) as the buyer acted inconsistently with the seller's ownership by undertaking to resell the trailers, and the buyer failed to timely notify the seller of any alleged breach as required by O.C.G.A. § 11-2-607(3)(a). Woodridge USA Props., L.P. v. Southeast Trailer Mart, Inc., 412 Fed. Appx. 218 (11th Cir. 2011)(Unpublished).   Risk of loss did not transfer.    - Jury properly determined that the defendant did not bear the loss of a helicopter crash because there was some evidence upon which the jury could rely in concluding that the defendant did not breach the agreement between the parties and the jury made a special finding that under the aircraft purchase agreement, the risk of loss remained with the plaintiff despite the defendant agreeing to make additional repairs when the helicopter arrived at the helicopter's final destination. Eagle Jets, LLC v. Atlanta Jet, Inc., 321 Ga. App. 386, 740 S.E.2d 439 (2013).   Issues of fact for trial court.    - Issues such as whether an effective revocation of acceptance was made, whether reasonable notification of revocation was given to the seller, and whether the value of the goods was substantially impaired are ordinarily matters for determination by the trier of fact, even where the buyer has continued to use nonconforming goods after an alleged revocation of acceptance. Griffith v. Stovall Tire & Marine, Inc., 174 Ga. App. 137, 329 S.E.2d 234 (1985).    Cited in Trailmobile Div. of Pullman, Inc. v. Jones, 118 Ga. App. 472, 164 S.E.2d 346 (1968); Atlantic Aluminum & Metal Distribs. v. Adams, 123 Ga. App. 387, 181 S.E.2d 101 (1971); Jem Patents, Inc. v. Frost, 147 Ga. App. 839, 250 S.E.2d 547 (1978); Management Assistance, Inc. v. Computer Dimensions, Inc., 546 F. Supp. 666 (N.D. Ga. 1982); W.M. Hobbs, Ltd. v. Accusystems of Ga., Inc., 177 Ga. App. 432, 339 S.E.2d 646 (1986); Lundy v. Low, 200 Ga. App. 332, 408 S.E.2d 144 (1991); Imex Int'l v. Wires Eng'g, 261 Ga. App. 329, 583 S.E.2d 117 (2003).   RESEARCH REFERENCES   Am. Jur. 2d.   - 67 Am. Jur. 2d, Sales, §§ 623-641. 72 Am. Jur. 2d, Statute of Frauds, §§ 109, 121 et seq.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:542.   Acceptance of Goods, 37 POF2d 593.   C.J.S.   - 77A C.J.S., Sales, § 190 et seq.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-606.   ALR.    - Effect of delay of principal in disapproving or rejecting orders for goods taken by agent subject to approval, 7 A.L.R. 1686.    Taking possession of property conditionally sold as affecting action previously commenced for purchase price, 23 A.L.R. 1462.    Acceptance which will satisfy statute of frauds where purchaser of goods is in possession at time of sale, 36 A.L.R. 649; 111 A.L.R. 1312.    Validity and effect of provision in a contract of sale making acceptance of goods conditional on approval by, or satisfaction of, third person, 46 A.L.R. 864.    Contracts of sale or return as distinguished from contracts for sale on approval, 52 A.L.R. 589.    Use of article by buyer as waiver of right to rescind for fraud, breach of warranty, or failure of goods to comply with contract, 77 A.L.R. 1165; 41 A.L.R.2d 1173.    Estoppel of or waiver by buyer, in respect of shortage in commodity delivered and accepted as in full, as affecting his liability to pay for shortage or his right to recover back amount paid therefor, 113 A.L.R. 684.   Shipper's ratification of carrier's unauthorized delivery or misdelivery, 15 A.L.R.2d 807.   Buyer's acceptance of delayed or defective instalment of goods as waiver of similar default as to later instalments, 32 A.L.R.2d 1117.