Buyer's

Buyer's remedies Section 2-711. The buyer resorts to UCC remedies when the seller fails to deliver, or when the buyer rightfully rejects, or when the buyer rightfully revokes acceptance, when the seller repudiates the contract, or when the seller breaches a warranty or other obligation under the sale. In that event, the entry into the various buyers' remedies will be found in UCC section 2-711. The code provides remedies for two classes of breaches: Breaches where the buyer retains the goods, and breaches where the buyer does not retain the goods. Section 2-711, then, heads us in two different paths, depending on whether the buyer keeps the goods.

Cover. The cover remedy is available to buyers who does not receive (or chooses not to retain) the goods. Cover is the official term of art for purchasing replacement goods:

(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (section 2-612), the buyer may cancel and with or without having done so may in addition to recovering so much of the price as has been paid

(a) "cover" and have damages under the next section (2-712) as to all the goods affected whether or not they have been identified to the contract; or
(b) recover damages for nondelivery as provided in this article (section 2-713).

Additional remedies for goods not delivered. When the goods are not delivered, the buyer may also

(a) if the goods have been identified recover them as provided in this article (section 2-502); or
b) in a proper case obtain specific performance or replevy the goods as provided in this article (section 2-716).

Buyer's Security interest in refused goods. When the buyer tenders return of the goods, the seller must return the purchase price. Delivered goods are collateral for the seller's obligation:

(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in the buyer's possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (section 2-706).

Section 2-712 "Cover"; buyer's procurement of substitute goods. The cover provision of the code is relatively self-explanatory. It states: (1) After a breach within the preceding section the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller. (2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (section 2-715), but less expenses saved in consequence of the seller's breach. (3) Failure of the buyer to effect cover within this section does not bar the buyer from any other remedy.

Section 2-713 Buyer's damages for nondelivery or repudiation. Where the buyer does not keep the goods, but chooses not to cover (purchase replacement goods), then the buyer may nonetheless claim damages. Ordinarily, the measure of damages for nondelivery or repudiation by the seller is

the difference between the market price
at the time when the buyer learned of the breach and the contract price
together with any incidental and consequential damages provided in this article (section 2-715), but
less expenses saved in consequence of the seller's breach.

Note that under section 2-717 where the buyer retains the merchandise it may deduct damages from the purchase price:

The buyer on notifying the seller of an intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.

Section 2-714 Buyer's damages for breach in regard to accepted goods. Where the buyer retains the goods, the code provides damages determined "in any manner which is reasonable":

(1) Where the buyer has accepted goods and given notification (subsection (3) of section 2-607) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable.

The damages for breach of warranty is the difference between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount. Section 2-714 also provides that, "in a proper case," any incidental and consequential damages under the next section may also be recovered.

336.2-715 Buyer's incidental and consequential damages. Incidental damages are transactional damages incurred in dealing with the breaches and the consequences of breach. If your hard disk fails, and the seller fails to honor the warranty, the cost of long distance phone calls finding a new hard disc would be incidental damages, the profits you lost while business was suspended would be consequential damages. Many contracts, contain substantial limitations on recovery of consequential damages.

IAccidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.

Consequential damages resulting from the seller's breach include:

(a) any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(b) injury to person or property proximately resulting from any breach of warranty.

Specific Performance (Section 2-716) When a seller refuses to complete a real estate transaction, the law provides the remedy of specific performance, on the theory that land is unique and cannot be replaced by money damages. the court makes the seller delivery the property. But specific performance is seldom available in non-real estate contract cases. . The law of sales regards money damages as an appropriate and complete remedy in most cases. Section 2-716 tells us about the exceptional circumstances:

(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort the buyer is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered.