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KB: Whether you're a buyer or a seller you're looking at K price minus Market price (this is standard)
Posner says the party that can best bear the risk should bear it
Risk of harm should be on carrier only if it knows of the special circumstances
UCC 1-305 Damaged party may be put in as good a position as if contract fully performed
1. The remedies provided by this Act must be liberally administered to the end that the aggrieved party may
be put in as good a position as if the other party had fully performed
Injured Buyer:
UCC 2-713 Damages for non-delivery by seller are:
(Market Price)- (Contract Price)+(incidental damages)-(expenses saved).
Buyers Damages for Non-Delivery or Repudiation
1. Difference between MP at the time when the buyer learns of breach and the KP together with any incidentals
2. Market price is to be determined as of the place for tender or, in cases of rejection after arrival or
revocation of acceptance, as of the place of arrival.
UCC 2-712 If seller breaches, buyer may recover from seller (Cost to Cover)- (Contract Price)
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 to cover and the contract
price together with any incidental or consequential damages as hereinafter defined (Section 2-15), but less
expenses saved in consequence of the sellers breach
Injured Seller:
UCC 2-706 Sellers Resale Including Contract for Resale
Measuring damages by the difference between contract price and resale price (pursuant to 2-706)
If buyer breaches, seller can resell the goods and may recover (contract price)-(resale price)+(incidental damages)(expenses saved)
Aggrieved entitled to recover damages for the difference between the contract price and its resale price under 2706
After breach, the seller gets the difference between the resale price and the contract price, if the resale was done in
good faith and in a commercially reasonable manner
UCC 2-708 Sellers Damages for Non-acceptance or Repudiation (see Warner v. McLay)
708(1) If buyer breaches, seller can recover KP - MP
(unpaid contract price)-(market price)+(incidental damages)-(expenses saved);
708(2) If that is not as good as performance, then can recover profit seller would have made from full performance
then the measure of damages is the profit (including reasonable overhead) which the seller would have made from
full performance by the buyer, together with any incidental damages provided in this Article (2-710)
Sellers damages for non-acceptance = difference between market price at the time the seller learns of the breach
and the contract price, with adjustments for incidental costs; if the market price is lower than the expected profit,
the seller can sustain a claim for the lost profit
Buyer:
UCC 2-714 Buyers Damages for Breach in regard to Accepted Goods
Buyer can recover for any non-conformity of tender resulting from the seller's breach; the measure of damages for
breach of warranty is:
(Value of the goods if they had conformed) (Value of accepted goods at the time of acceptance) + (Incidental and
Consequential Damages)