Article 2 Remedies
The overall goal of Article 2 remedies is to put the injured party in as good a position as if the
other party had fully performed (the expectancy). § 1-305. Punitive damages are not available.
Note that common law principles such as mitigation should be read into the Code. § 1-103(b).
These lessons organize the UCC remedies around four situations that are a function of who is in
breach and who has the goods.
I. Seller's Remedies When Buyer is in Breach. See Overview of Seller's Remedies (§ 2-703).
A. Buyer in breach; Buyer has goods.
Seller may recover:
2-709. K price + incidental damages (§ 2-710).
B. Buyer in breach; Seller has goods.
Seller may recover:
2-709(1)(b). K price in rare instances where goods are not saleable.
2-706(1). Contract Price (KP) - Resale Price (RP) + Incidental Damages (ID) (§ 2-710) -
Expenses Saved (ES).
2-708(1). Contract Price (KP) - Market Price (MP) + Incidental Damages (ID) (§ 2-710) -
Expenses Saved (ES).
2-708(2). Lost profits.
2-718(2). Where Buyer has made a payment:
If it is liquidated damages, Seller may keep it.
If it is a down payment, Seller may keep the smaller of $500 or 20% of the K price.
II. Buyer's Remedies When Seller is in Breach. See Overview of Buyer's Remedies (§ 2-711).
A. Seller in breach; Seller has goods.
Buyer may recover:
2-712(1). Cover Price (CP) - Contract Price (KP) + Incidental Damages (ID) (§ 2-715(1)) +
Consequential Damages (CD) (§ 2-715(2)) - Expenses Saved (ES).
2-713(1). Market Price (MP) - Contract Price (KP) + Incidental Damages (ID) (§ 2-715(1)) +
Consequential Damages (CD) (§ 2-715(2)) - Expenses Saved (ES).
B. Seller in breach; Buyer has goods.
Buyer may recover:
2-608. Revocation of acceptance.
2-714(1). Nonconformity in tender. K price - damages.
2-714(2). Breach of warranty. Value as warranted - value as accepted + incidental damages (§ 2-
715(1)) + consequential damages (§ 2-715(2)).
