§1-106 Remedies to be "liberally administered" goal is to "put in as good a position as if the other party had fully performed.
Seller Breach Repudiation, nondelivery
Seller Breach Tender of Non-Conforming Goods
BUYER REJECTS
BUYER ACCEPTS
§2-606 BUYER ACCEPTS when after reasonable opp to inspect (a) signals that goods conform or will accept nonconform good (b) fails to reject/notify in reasonable time (2-602) (c) acts as if accepted (anything inconsistent w/ seller’s ownership)
§2-608 Revocation Buyer may revoke if non-conformity “substantially impairs value to him” and if didn’t 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
If no right to revoke under §2-608 Can still get damages for non-conform under §2-714 and/or §2-715
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.
Buyer's Remedy 2-714, 2-715
§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.
Wrongful rejection under 2-602 = Seller's remedies under 2-703
§ 2-508 Seller does NOT cure…
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
2-712 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.
Buyer chooses to keep goods
§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
§2-716 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
§ 2-715. 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.
§ 2-502 Buyer's Rights to Goods on Seller's Insolvency
