Seller Breach

Tender of Non-Conforming Goods

2-712 Cover - (1)Buyer may cover by
good faith, reasonable purchase
(timing and price) to substitute, and
(2) recover dif in price between cover
and K, plus 2-715 incidental &
consequential. (3) Not required to
cover, can get other remedy.
Seller Breach
Repudiation, nondelivery
2-713 - Market Dif - Buyer may recover the
difference between the market price (at the time
B learned of breach) and the contract price, plus
incidental/consequential damages under 2-715,
less expenses saved by the breach
2-711 BUYER REMEDIES
Can cancel, recover the price paid, and also
--(a) "cover" 2-712 (+2-715) or
--(b) recover damages for non-delivery in 2-713 (+ 2-715)
(2) Where seller fails to deliver or repudiates, buyer can also
--(a) recover goods identified 2-502
--(b) get specific performance 2-716
(3) Resell any goods received under 2-706 to cover payments
made and incidental expenses
2-715. Incidental and Consequential Damages
(1) Incidental = expenses reasonably incurred in inspection,
transportation and custody, in effecting cover, any other reasonable
expense b/c of delay/breach.
(2) Consequential
(a) loss which the seller knew about and which could not reasonably
be prevented by cover or otherwise; and
(b) injury to person or property resulting from any breach of
warranty.
2-716 Specific Performance/Replevin -
Only where
(1) goods are unique or in other proper
circumstances
(3) Can get replevin for goods identified
to contract if after effort unable to cover,
or clear cover not possible
2-502 Buyer's
Rights to Goods on
Seller's Insolvency
2-508 Seller does
NOT cure
2-508 - Seller Cures
= NO BREACH
(If tries to cure, but
fails, can get
extension.)
2-714 Damages Breach and Accepted Goods
(1) can recover reasonable damages for loss
resulting in the ordinary course of events
(2) Breach of warranty measure is dif b2n value
of goods accepted and value as promised,
unless proximate damages of a different
amount.
(3) Can also get Incidental and Consequential
damages, 2-715.
Buyer's Remedy
2-714, 2-715
Buyer chooses
to keep goods
If no right to revoke under
2-608
Can still get damages for
non-conform under 2-714
and/or 2-715
2-608 Revocation
Buyer may revoke if non-conformity substantially
impairs value to him and if didnt reject before bc
(a) Assumed would be cured
(b) Difficult to discover/seller mislead him
MUST
-revoke soon after discoversy or should have
discovered
-before substantial change/damage
-Not effective until gives notice (and reasons why)
If revoke, same rights and duties as if rejected
under 2-601, 2-602
BUYER REJECTS
2-601 - if fails in any respect to conform to the
contract (low standard), can accept, reject (in whole or
part)
2-602 - w/in reasonable time, must notify seller, must
hold in care & time for seller to collect, if perishable
resell (2-603), can store, ship back, or resell for seller
(2-604), no other ownership rights or obligations.
2-513 - Right to inspect at reasonable place/time B4
accept/pay. Can inspect after arrival. $ for inspection
paid by buyer, but recoverable.
2-606 BUYER ACCEPTS when after reasonable
opp to inspect
(a) signals that goods conform or will accept non-
conform good
(b) fails to reject/notify in reasonable time (2-602)
(c) acts as if accepted (anything inconsistent w/
sellers ownership)
Wrongful rejection under
2-602 = Seller's remedies
under 2-703
1-106 Remedies to be "liberally
administered" goal is to "put in
as good a position as if the other
party had fully performed.
BUYER
ACCEPTS
BUYER
REJECTS