Remedies

Question 1

Specific Performance

Answer 1

Equitable remedy, available only if monetary damages are inadequate to compensate the injured party.

• usual remedy for real property b/c considered unique
• available under article 2 only if the goods are unique or there are other prop circumstances
• not available in service Ks, but can seek injunctive relief

Question 2

Unpaid Seller’s RIght to Reclaim Goods (Article 2)

Answer 2

General ROL- not available under article 2

Exception- if buyer was insolvent when it received the goods AND seller makes a demand w/in 10 days after buyer received them.

Exception- Seller can reclaim goods at ANY TIME if buyer misrepped its solvency to seller in writing w/in 3 months before delivery

Can not be asserted against a 3rd party buyer

Question 3

Punitive Damages

Answer 3

not awarded for breach of contract

Question 4

Liquidated Damages

Answer 4

upheld if damages:
(1) were difficult to estimate; and
(2) are a reasonable forecast at time of K of probable damages
but cannot operate as a penalty

ART 2– enforceable as long as it is reasonable @ time of k OR in light of actual damages

Question 5

Expectation Damages Generally

Answer 5

• put an injured part in as good a position as full performance
• general rule at common law and under article 2

Question 6

3 Types of BUYERS Expectation Damages Under Article 2

Answer 6

(1) Cover Damages (usual measure)
(2) Market Damages
(3) Loss in Value

Question 7

Cover Damages

Answer 7

damages= cover price - contract price

if buyer covers in good faith

Question 8

Market Damages

Answer 8

damages= market price - contract price

if buyer doesn’t cover in good faith OR doesn’t cover at all

Question 9

Loss in Value Damages

Answer 9

Damages= value as promised - value delivered

if buyer keeps non-conforming goods

Question 10

4 Types of SELLERS Expectation Damages Under Article 2

Answer 10

(1) Resale Damages (usual measure)
(2) Market Damages
(3) Lost Profit
(4) Contract Price

Question 11

Resale Damages

Answer 11

damages = K price - resale price

if seller resells in good faith

Question 12

Market Damages

Answer 12

damages= K price - market price if seller does not resell in good faith or does not resell at all

Question 13

Lost Profit Damages

Answer 13

• Sellers damages if seller is a lost volume dealer
• EXAM TIP- dealer resells the same goods for the same price. The bar is trying to trick you into saying the dealer’s damages are 0.

ex- Car dealer Ks to sell a car out of his regular inventory to I for $7,000. I breaches and he sells the same car to Lexie for $7,000. Damages = lost profit on the deal with I = $7,000.

Question 14

Contract Price

Answer 14

damages awarded to a seller if he can’t resell the goods (think custom-made things)

Question 15

Incidental Damages

Answer 15

cost to the injured buyer or seller of transporting/caring for goods after a breach and of arranging a substitute transaction

Question 16

Consequential Damages

Answer 16

Damages special to this P that were REASONABLY FORESEEABLE to the breaching party at the time of the K.

NOTE: NOT AVAILABLE TO A SELLER UNDER ART 2

Question 17

Avoidable Damages

Answer 17

An injured party cannot recover damages he could have avoided (mitigated) w/ reasonable effort.

Question 18

Liquidated Damages & Down Payments

Answer 18

Under current NY case law, a vendor will be entitled to retain the down payment on the K as liquidated damages if the down payment does not exceed 10% of the purchase price