CHAPTER 23: SALES REMEDIES
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TOPICS COVERED CHAPTER 23:
INTRO TO SALES REMEDIES
A. Remedies of the Seller.
B. Remedies of the Buyer.
C. Contractual Provisions Affecting
Remedies.
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REMEDIES OF THE SELLER
 Buyer's Default – the seller's
remedies are triggered by the buyer's
actions in wrongfully rejecting or
revoking acceptance of the goods, in
failing to make payment due on or
before delivery, or in repudiating the
contract.
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REMEDIES OF THE SELLER
 Withhold Delivery of Goods.
 Stop Delivery of Goods – if buyer is
insolvent, seller may stop delivery; if
the buyer repudiates or otherwise
breaches, the seller may stop
carload, truckload, planeload, or
larger shipments. 
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REMEDIES OF THE SELLER
 Identify Goods to Contract.
 Resell Goods, Recover Damages.
• Resell goods or undelivered balance of
the goods, and recover the difference
between the contract price and the
resale price, together with any
damages, less expenses saved.
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REMEDIES OF THE SELLER
 Identify Goods to Contract.
 Resell Goods, Recover Damages.
• Resell goods or undelivered balance of
the goods, and recover the difference
between the contract price and the
resale price, together with any
damages, less expenses saved.
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REMEDIES OF THE SELLER
 Recover Damages for
Nonacceptance or Repudiation.
• Market Price Differential – the
difference between the unpaid contract
price and the market price at the time
and place of tender of the goods, plus
incidental damages, less expenses
saved. 
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REMEDIES OF THE SELLER
 Recover Damages for
Nonacceptance or Repudiation.
• Lost Profit – in the alternative, the
seller may recover the lost profit,
including reasonable overhead, plus
incidental damages, less expenses
saved.
• KENCO HOMES, INC. V. WILLIAMS (1999).
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REMEDIES OF THE SELLER
 Recover Incidental Damages.
• Incidental damages include any
commercially reasonable charges,
expenses, or commissions directly
resulting from the breach.
 Cancel the Contract. 
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REMEDIES OF THE SELLER
 Reclaim the Goods upon the
Buyer's Insolvency.
• Unpaid seller may reclaim goods from
an insolvent buyer under certain
circumstances.
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REMEDIES OF THE SELLER
Buyer’s B reach
Seller’s Remedies
Obligationoriented
Goods-oriented
Money-oriented
Buyer wrongfully
rejects goods
Cancel
• Withhold delivery of goods
• Stop delivery of large
shipment in transit
• Identify conforming goods to
the contract
• Resell and recover damages
• Recover difference between unpaid
contract and market prices or lost
profits
• Recover price
Buyer wrongfully
revokes
acceptance
Cancel
• Withhold delivery of goods
• Stop delivery of large
shipment in transit
• Identify conforming goods to
the contract
• Resell and recover damages
• Recover difference between unpaid
contract and market prices or lost
profits
• Recover price
Buyer fails to
make payment
Cancel
• Withhold delivery of goods
• Stop delivery of large
shipment in transit or of any
shipment if buyer is insolvent
• Identify conforming goods to
the contract
• Reclaim goods upon buyer’s
insolvency
• Resell and recover damages
• Recover difference between unpaid
contract and market prices or lost
profits
• Recover price
Buyer repudiates
Cancel
• Withhold delivery of goods
• Stop delivery of large
shipment in transit
• Identify conforming goods to
the contract
• Resell and recover damages
• Recover difference between unpaid
contract and market prices or lost
profits
• Recover price
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REMEDIES OF THE BUYER
 To Cancel the Contract.
 To Recover Payments Made.
 To Cover.
• Buyer in good faith and without
unreasonable delay purchases substitute
goods, may recover expenses from seller.
• BIGELOW-SANFORD, INC. V. GUNNY CORP.
(1981).
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REMEDIES OF THE BUYER
 Recover Damages for Nondelivery or
Repudiation.
• Buyer may recover the difference
between the market price at the time the
buyer learned of the breach and the
contract price, together with any
incidental and consequential damages,
less expenses saved. 
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REMEDIES OF THE BUYER
 To Recover Identified Goods on the
Seller's Insolvency.
• For which he has paid all or part of the price.
 Sue for Replevin.
• Buyer may recover identified goods if (1)the
buyer is unable to obtain cover or (2)the
goods have been shipped under reservation
of a security interest in the seller.
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REMEDIES OF THE BUYER
 To Sue for Specific Performance.
• Buyer may obtain specific performance
where the goods are unique or in other
proper circumstances. 
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REMEDIES OF THE BUYER
 To Enforce a Security Interest.
• Buyer who has rightfully rejected or
justifiably revoked acceptance of goods
that remain in her possession has a
security interest in these goods for
payments she has made and for
expenses she has reasonably incurred.
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REMEDIES OF THE BUYER
 To Recover Damages for Breach in
Regard to Accepted Goods.
• Buyer may recover damages resulting
in the ordinary course of events from
the seller's breach. 
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REMEDIES OF THE BUYER
 To Recover Damages for Breach in
Regard to Accepted Goods.
• If breach of warranty, such recovery is
the difference between the value the
goods would have had if they had been
as warranted and the value of the
nonconforming goods that have been
accepted.
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REMEDIES OF THE BUYER
 To Recover Incidental Damages.
• Buyer may recover incidental damages,
including any commercially reasonable
expenses connected with the delay or
other breach.
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REMEDIES OF THE BUYER
 To Recover Consequential Damages.
• (1) loss resulting from buyer's
requirements and needs of which the
seller at the time of contracting had
reason to know and which the buyer
could not reasonably prevent by cover
or otherwise, and 
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REMEDIES OF THE BUYER
 To Recover Consequential Damages.
• (2) injury to person or property
proximately resulting from any breach
of warranty.
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CONTRACTUAL PROVISIONS
AFFECTING REMEDIES
 Liquidation or Limitation of
Damages.
• Parties may specify the amount or
measure of damages that may be
recovered in the event of a breach if the
amount is reasonable. 
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CONTRACTUAL PROVISIONS
AFFECTING REMEDIES
 Modification or Limitation of
Remedy by Agreement.
• Contract between the parties may
expressly provide for remedies in
addition to those in the Code, or it may
limit or change the measure of
damages recoverable for breach.
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