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4 Cards in this Set
- Front
- Back
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What are buyer's remedies if seller breaches?
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First look to 2-711 Buyer's Remedies in General, which says that you the buyer can either cover under 2-712, or get damages under 2-713, or get specific performance under 2-716. You as Buyer have the choice. Under 2-712, you don't have to enter into exactly the same contract as was breached, as long as you do it in good faith (UCC 2-103(b))and you do it promptly and just for the goods in substitution. You don't have to buy at market price, just have to show the price you paid. It will be the burden of the seller to show if you didn't obtain cover properly. If you don't use cover, you are not barred from other remedies as shown in 2-712(3). If you don't cover and go for damages under 2-713, you can't get consequential damages under 2-715. If you do damages under 2-713, it's calculated as the differenc in contract price and the market price when you found out the contract was breached. Why use the price at the time the breach was learned of? Because that's the time where the party would have sought cover. If there are no goods with which to cover on the market and that's what you want, can sue for specific performance under 2-716(3).
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What are seller's remedies for non-acceptance or repudiation?
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Under UCC 2-708(1) your damages as the seller are calculated as the difference between the market price at the time and place of tender for the unpaid contract price plus incidental damages under UCC 2-710 minus expenses saved in consequence of buyer's breach. IF that measure of damages is inadequate to put you the seller in as good a position as performance would have done, then under UCC 2-708(2) the damages are calculated as the profit (including reasonable overhead) which you would have made from full performance by the buyer together with any incidental damages as you'd get under UCC 2-710 plus allownce for reasonably incurred costs and credit for payments or proceeds of resale. This usually applies to standardized goods, typical example is car dealership for lost volume. It can apply to standardized goods if you can apply the test.
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What are seller's remedies in general for breach?
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Under 2-703, seller can withhold delivery of goods, stop delivery by any bailee, proceed to 2-704 and resell unfinished goods intended for the contract or cease manufacture and resell for scrap or salvage, or resell and recover damages under 2-706. 2-706 says you can resell if you do it in good faith and in a commercially reasonable manner. You can recover the difference between the resale price and the contract price together with any incidental damages allowed unter 2-710 but minus expenses saved in consequence of buyer's breach.
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What if buyer breaches? (the easy answer)
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2-708(1) (regular old market price minus contract price) or if that's not sufficient to put you the seller in as good a position as if there had been performance then 2-708(2)you get your lost profits. If not either of those, § 2-706 (resell the thing).
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