BLRB23 - Business Law and the Regulation of Business...

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Unformatted text preview: Business Law and the Regulation of Business Regulation Chapter 23: Remedies Chapter By Richard A. Mann & Barry S. Roberts Topics Covered in this Chapter Topics A. Remedies of the Seller B. Remedies of the Buyer C. Contractual Provisions Affecting Contractual Remedies Remedies Default Default s s 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. before Seller's Default – the buyer's remedies arise Seller's where the seller fails to make delivery or repudiates the contract, or where the buyer rightfully rejects or justifiably revokes acceptance of goods tendered or delivered. acceptance Remedies of the Seller To Withhold Delivery s To Stop Delivery – if the buyer is insolvent (unable to pay his debts as they become due or one whose total liabilities exceed total assets), the seller may stop any delivery; if the buyer repudiates or otherwise breaches, the seller may stop carload, truckload, planeload, or larger shipments. planeload, s To Identify Goods s Remedies of the Seller s s s To Resell the Goods – the seller may resell To the goods concerned or the undelivered balance of the goods and recover the difference between the contract price and the resale price, together with any incidental damages, less expenses saved. damages, To Recover Damages for Nonacceptance To or Repudiation or To Recover the Price – the seller may recover the price. recover Remedies of the Seller s s Market Price Differential – the seller may recover damages from the buyer measured by 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. damages, Lost Profit – in the alternative, the seller may recover the lost profit, including reasonable overhead, plus incidental damages, less expenses saved. expenses Remedies of the Seller To Recover Incidental Damages – incidental damages include any commercially reasonable charges, expenses, or commissions directly resulting from the breach. resulting s To Cancel the Contract s To Reclaim the Goods upon the To Buyer's Insolvency – an unpaid seller Buyer's may reclaim goods from an insolvent buyer under certain circumstances. buyer s Remedies of the Seller Remedies Buyer’s B reach Buyer wrongfully rejects goods Seller’s Remedies Obligationoriented Cancel Goods-oriented • Withhold delivery of goods • Stop delivery of large shipment in transit • Identify conforming goods to the contract • Withhold delivery of goods • Stop delivery of large shipment in transit • Identify conforming goods to the contract • 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 • Withhold delivery of goods • Stop delivery of large shipment in transit • Identify conforming goods to the contract Money-oriented • Resell and recover damages • Recover difference between unpaid contract and market prices or lost profits • Recover price • Resell and recover damages • Recover difference between unpaid contract and market prices or lost profits • Recover price • Resell and recover damages • Recover difference between unpaid contract and market prices or lost profits • Recover price Buyer wrongfully revokes acceptance Buyer fails to make payment Cancel Cancel Buyer repudiates Cancel • Resell and recover damages • Recover difference between unpaid contract and market prices or lost profits • Recover price Remedies of the Buyer s s s To Cancel the Contract To Recover Payments Made To Cover – the buyer may obtain cover by proceeding in good faith and without unreasonable delay to purchase substitute goods; the buyer may recover the difference between the cost of cover and the contract price, plus any incidental and consequential damages, less expenses saved. damages, Remedies of the Buyer To Recover Damages for Nondelivery To or Repudiation – buyer may recover or 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. damages, s To Recover Identified Goods on the To Seller's Insolvency – for which he has Seller's paid all or part of the price. paid s Remedies of the Buyer To Sue for Replevin – the buyer may recover goods identified to the contract 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. in s To Sue for Specific Performance – To the buyer may obtain specific performance where the goods are unique or in other proper circumstances. circumstances. s Remedies of the Buyer s s To Enforce a Security Interest – a buyer who has rightfully rejected or justifiably revoked acceptance of goods that remain in her possession has a security interest in these goods for any payments that she has made on their price and for any expenses she has reasonably incurred. expenses To Recover Incidental Damages – the buyer may recover incidental damages, including any commercially reasonable expenses connected with the delay or other breach. the Remedies of the Buyer s To Recover Damages for Breach in To Regard to Accepted Goods – the buyer may recover damages resulting in the ordinary course of events from the seller's breach; in the case of 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. accepted. Remedies of the Buyer s To Recover Consequential Damages – the To buyer may recover consequential damages resulting from the seller's breach, including (1)­any loss resulting from the 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 (2)­injury to person or property proximately resulting from any breach of warranty. from Remedies of the Buyer Obligation -oriented Buyer rightfully rejects goods Buyer justifiably revokes acceptance Seller fails to deliver Cancel • Have a security interest Cancel • Recover identified goods if seller is insolvent • Replevy goods • Obtain specific performance • Recover identified goods if seller is insolvent • Replevy goods • Obtain specific performance Goods-oriented • Have a security interest Money-oriented • Recover payments made • Cover and recover damages • Recover damages for nondelivery • Recover payments made • Cover and recover damages • Recover damages for nondelivery • Recover payments made • Cover and recover damages • Recover damages for nondelivery • Recover payments made • Cover and recover damages • Recover damages for nondelivery • Recover damages for breach of warranty Cancel Seller repudiates Buyer accepts nonconforming goods Cancel Contractual Provisions Affecting Remedies Contractual s s Liquidation or Limitation of Damages – the Liquidation parties may specify the amount or measure of damages that may be recovered in the event of a breach if the amount is reasonable. reasonable. Modification or Limitation of Remedy by Modification Agreement – the 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. recoverable ...
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This note was uploaded on 10/25/2009 for the course LAW 100 taught by Professor Liu during the Spring '09 term at Zhejiang University.

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