Page 53 Flashcards
What are the two different views on consequential damages being given to a buyer?
- CL: product needed must not be available on the market, or can’t be delivered in time for buyer to make his commitments, so the lost profits and proximate damages (what buyer must pay aggrieved retailers) are recoverable if they were foreseeable to the seller.
- UCC: relaxes foreseeability requirement, any loss from requirements of the buyer that the seller had reason to know of at the time of contracting that could reasonably be prevented through cover are included (seller needn’t know at time of contacting that there is no substitute, there just has to be no substitute and the seller had to know buyer’s needs)
Can consequential damages be limited or excused by agreement under the UCC?
Yes
What are UCC incidental damages?
Expenses incurred in the inspection, receipt, transportation, care/custody of goods rightfully rejected. Includes any reasonable charges in connection with cover, or reasonable expenses from delay
Under the UCC, if the buyer breaches, what can the seller recover as remedy?
The difference between the market price at the time of tender and the unpaid contract price, plus incidental expenses and minus any that were saved because of the breach. Meant to put seller in as good a position as if the contract had been performed (profit he would’ve made)
Under the UCC, if a buyer breaches and leaves goods in the seller’s control, what can the seller do?
He can resell and get the difference between the resale price and the contract price if the sale is done in a good-faith reasonable manner and prior notice is given to the buyer. If he makes a profit, he doesn’t have to give it to the buyer
What does the UCC say happens with part payments that are made by a buyer if the buyer breaches?
They are credited to him
What does it mean that UCC remedies are cumulative?
The aggrieved party can recover under all provisions until he is made whole
What are the damages someone can get for lost volume under the UCC?
If the standard measure of damages is not adequate to put seller in as good a position as performance, he can get the profit he would’ve made from full performance
Under the UCC if the contract is for specially manufactured goods, and the buyer breaches, and the seller using reasonable efforts can’t resell the item, what can he recover?
- if goods are finished: full contract price so long as he holds the goods for the buyer
- if goods are not finished being made: seller can either complete manufacture and resell/use an action for price, or stop manufacturing and sell for scrap, then sue for the difference between the market price and the contract price, plus incidental damages
What are the different remedies depending on whether a breach happened after full performance or before performance?
- AFTER: general damages (P’s recovery is the agreed price or reasonable value of the property)
- BEFORE: P recovers the agreed price for the amount of injury suffered (damages reasonably in the contemplation of both parties when contract was made)
Under the UCC, what expectation remedies can a seller get?
- RESALE: to another buyer at any reasonably negotiated price and P gets difference between the contract price and the resale price
- DAMAGES: difference between contract price and market price when P learns of breach
- LOST VOLUME: if above two don’t work, and P sells lots of product all the time in a market that doesn’t change, he can get the lost profits he would’ve made on the item if D hadn’t repudiated (even if he later sells the item to someone else because that would’ve happened regardless of the breach since he had an inexhaustible supply)
Why is it that a lost volume seller can recover the price of a good even if he’s able to sell it after the breach?
Because he has an inexhaustible supply of the good, so the breach of someone to buy the item would cost the seller that sale even though he was able to sell to someone else, because the seller would’ve made two sales instead of one if the breach hadn’t happened. Just has to show he could have/would have entered later agreements because he had the ability to perform both contacts at the same time and he would’ve entered the second one if the first hadn’t terminated
