UCC - Buyer/Seller Remedies Flashcards
UCC - Buyer’s Remedies
- Damages
- Cover
- Specific Performance for Unique Goods
- Replevin
Buyer’s Remedies - Damages
When a seller fails to perform or makes a nonconforming tender
- Damages = Market price - K price + incidental & consequential
- Market Price is price that existed at the time of the breach at the place where tender was to occur under the k
Buyer’s Remedies - Cover
Buyer can purchase similar goods elsewhere
- and recover the replacement price - K price
Buyer’s Remedies - Specific Performance
Buyer may demand SP for unique goods
Buyer’s Remedies - Replevin
When buyer has made at least partial payment for identified goods, he can obtain the undelivered goods form the seller if:
- Seller becomes insolvent within 10 days of getting the 1st payment from the buyer or
- the goods were for family, personal or household purposes and the seller has repudiated or failed to deliver the goods as required by the K
OR
the buyer is unable to effect cover
Buyer’s rights if Nonconforming Tender
Buyer has right to accept or reject all or part of the goods (and right to inspect b/f making that decision)
Rejection
- Buyer can reject goods if he:
- gives notice to seller
- w/in reas. time and
- b/f acceptance
- Is then entitled to a return of any payments made OR
- to seek same remedies as if no tender was made
Acceptance of Goods
Buyer accepts goods by:
- expressly stating acceptance,
- using the goods, or
- failing to reject the goods
Seller’s right to cure
- Seller has right to cure defective tender if time of perf. under the K has not yet elapsed OR
- Seller had reas. grounds to believe that buyer would accept despite the nonconformity
Seller must give notice of intent to cure & make new tender of conforming goods
What are the buyer’s damages if they accept non conforming goods?
Buyer entitled to recover the difference b/w the value of the goods contracted for and the value of the goods received
Revocation of Acceptance of Goods
Buyer can revoke an acceptance of goods if the defect subst. impairs their value to the buyer and:
- Buyer accepted the goods on reas. belief the seller would cure the defect, but the seller has failed to do so OR
- Buyer accepted goods w/out discovery of the nonconformity
- and such acceptance was reas. induced by the difficulty of discovering the nonconformity b/f acceptance or b/c seller gave assurances that th goods were conforming
Buyer must inform seller of its decision to revoke w/in reas. time after discovering the nonconfom. or should have been discovered
What are Seller’s Remedies ?
- Right to price
- Right to reclaim goods
- Stoppage of goods in trainsit
- Wrongful rejection by buyer
What are the UCC seller’s remedies?
- Profit
- Incidental damages
Seller’s Remedies - Right to Price
When buyer has accepted the goods and fails to pay the price when it becomes due Seller can sue for price
- Seller can seek to recover full K price plus any incidental damages
What is the seller’s remedy if goods have not been delivered to & accepted by the buyer, but the seller has resold the goods?
The contract price for the goods - the gain from the resale
What is the seller’s remedy if goods have not beed delivered to and accepted by the buyer if the seller has not resold?
The K price for the goods - market price for the goods
What is the only remedy for lost volume sellers ?
The profit they would have made on the lost sale
Define lost volume seller
One whose supply of goods exceeds the demand for the same
What is a seller of goods always entitled to if a buyer breaches?
Incidental damages
- Storage costs assoc. with getting stuck with the goods
- Plus the cost of resale
- minus expenses avoided on account of the breach
What are incidental damages for a buyer of goods?
The cost of securing cover
What are the consequential damages for a buyer of goods ?
Foreseeable costs arising to the buyer b/c of a particular need or use of the goods in question (e.g. lost profits)
Seller’s Remedies - Right to reclaim goods
when insolvent buyer gets goods on credit & seller learns tht buyer is insolvent
- S can reclaim the goods if a demand is made w/in 10 days after buyer receives the goods
If buyer pays with check that is dishonored, S can reclaim goods following a demand made within reas. time
Stoppage of Goods in Transit
S can stop the goods in transit b/c of buyer’s breach, only if shipped in large sized lots. S can’t stop goods in transit once the:
- Buyer has received the goods
- Carrier or warehouseman has acknowledged the buyer’s rights
- Goods have been reshippedby the carrier or
- Title has been given to or negotiated with the buyer
OR if buyer becomes insolvent b/f delivery of the goods, can stop and refuse delivery except for cash
What is the effect of buyer wrongfully rejects the goods?
Seller can:
- collect damages
- Resell the goods or
- Recover the price
