UCC: Buyer’s Remedies
Has Buyer
ever
received
goods?
Did buyer “accept”
the goods after
receiving them?
Yes
Yes
Has buyer
properly revoked
the acceptance?
No
No
Are the goods defective?
No
Yes
Yes
Was Seller’s
failure to deiver
a breach of the
K?
No
No
Yes
No Damages
are
recoverable
Did buyer COVER (buy
susbsitite goods)?
Did Buyer properly reject the
goods?
 Before answering yes, check whether the
seller has a right to cure the defective
performance (which will have if the time
for performance has not yet expired, or
in a few other circumstances.) If there is
a right to cure, treat the answer to this
box as yes only if seller has failed to
make a prompt cure.
Buyer is not entitled
to any remedy for
non-conforming
goods.
Did buyer give seller
prompt notice of the
defect?
 See UCC §2-607(3)(a)
 However buyer may
be entitled to damages
for reason other than
the goods’ nonconformity (e.g. late
delivery)

(buyer must notify seller
promptly of breach or be
barred from all remedy)
No
Yes
Yes
Buyer is entitled to
damages approproate for
one who never received
the goods.
No
YES
Buyer may collect damages for
breach of express or implied
warrenty, calculated as the
difference betwee the value of
the goods as warrented and their
value as reciveved.
 See UCC §2-714(2)

Buyer can collect the difference
between the K price and the cost of
cover.
 See UCC §2-712(1)
 Note that a buyer who actually
covers probably cannot elect to
receive the “K price minus
market price” measure of
damages.
Most courts use the K price to
determine the value the goods
would have been tendered as
warranted.
Buyer can collect the difference
between the K price and the market
price at the time the buyer learned
of the breach
 See UCC §2-713(1)
Add incidential1 and consequential2 damages if
appropriate, then subtract expenses saved as a
result of Seller’s breach.
 1 See UCC §2-715(1)
 2 See UCC §2-715(2) These can include profits
Buyer could have made by reselling the goods.
Consequential damages must be proved with
reasonable certainty, and their occurrence must
have been reasonably foreseeable to one in the
Buyer is entitled to damages
approproate for a buyer who
has accepted goods. Damages
inlcude “the loss resulting in
the ordinary course...as
determined in any manner
which is reasonable.”
 See UCC §2-714(1)
Buyer may also collect
incidental and
consequential damages
where appropriate (e.g.
damages for delay, or for
seller’s failure to repair.)
Add incidential1 and consequential2
damages if appropriate, then subtract
expenses saved as a result of Seller’s
breach.
 1 See UCC §2-715(1)
 2 See UCC §2-715(2) These can include
profits Buyer could have made by reselling
the goods. Consequential damages must be
proved with reasonable certainty, and their
occurrence must have been reasonably
If the goods are
“unique,” buyer may
be entitled to specific
performance
 See UCC §2-716(1)
SP is rare in sale of
goods cases, but will be
granted where goods
are unique or other
proper circumstance.