PLG205 assignment 12.1 - Copy
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Ashley Dorris
PLG205-Contracts
November 28, 2023
Assignment 12.1: Remedies for Breach of a Sales Contract
Create a three-column table documenting the various remedies available in a breach of contract
situation. In the first column, list the names of the remedies available to sellers and lessons as well as
to buyers and lessees. In the second column, describe each remedy, and in the third column of the
table, provide an example of a situation that relates to each remedy.
“Article 2 of the UCC applies to contracts for the sale of movable goods, which includes
shipments of goods between merchants, between merchants and consumers, and between non-
merchants. Contracts subject to the UCC must meet its requirements to be enforceable. In
addition, the UCC sets forth specific remedies for breach of contract, which are different from the
remedies for common law contracts.”-According to Romano Law
Remedies fall into three main categories: affirmative (injunctive relief), compensatory
(restitution), and punitive (specific performance).
Remedy:
Description:
Example of:
UCC 2-703(a),
2A-523(1)(c)
Right to
withhold
delivery
from the buyer.
The seller can keep goods if the
buyer doesn't pay or if the buyer
notifies the company about their
inability to pay. Allows the seller
to refuse to deliver the goods to
the buyer if the buyer has
breached the contract. This
remedy is available when the
buyer is in default of their
obligations under the contract,
such as non-payment or failure
to perform certain acts.
Company A agrees to sell and deliver 100 units
of a product to Company B by a specific date, in
exchange for payment of a certain amount.
However, Company B does not make the
payment within the agreed-upon time. In this
case, Company A can exercise their right to
withhold delivery from Company B, refusing to
deliver the 100 units until the payment is made in
full.
UCC 2-705.
Seller's Stoppage
of Delivery in
Transit or
Otherwise.
The breach of contract remedy
"Seller's Stoppage of Delivery in
Transit or Otherwise" allows the
seller to stop the delivery of
goods to the buyer if the buyer
has breached the contract. This
remedy is available when the
buyer is insolvent or when the
seller has a reasonable doubt
about the buyer's ability to pay
for the goods.
Company A agrees to sell and deliver 100 units
of a product to Company B. However, before the
delivery is completed, Company B declares
bankruptcy and it becomes clear that they will
not be able to pay for the goods. In this case,
Company A can exercise the remedy of "Seller's
Stoppage of Delivery in Transit or Otherwise"
and stop the delivery of the goods.
UCC 2-507
Right to reclaim
goods from
the buyer
This allows the seller to reclaim
the goods delivered to the buyer
in case of a breach of contract.
This remedy is applicable when
the buyer does not pay for the
A buyer places an order for a specific quantity of
goods from a seller and does not make the
payment as agreed upon in the contract. In such a
case, the seller would have the right to reclaim
the goods that have already been delivered to the
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goods or is in breach of any
other contractual obligation. It is
a remedy that allows the seller to
retrieve the goods in case of a
breach by the buyer, supplying a
means of recourse for the seller.
buyer until the payment is made or until a
resolution is reached between the parties.
UCC 2-706
Right to dispose
of goods by
seller
This remedy refers to the legal
right of a seller to sell or dispose
of goods that have been
wrongfully rejected or
abandoned by the buyer due to a
breach of contract.
A buyer enters a contract with a seller to
purchase a piece of furniture. The buyer fails to
make the payment as agreed upon in the contract,
which constitutes a breach of contract. In this
case, the seller may exercise their right to
dispose of the goods by selling the furniture to
another buyer or by any other means permitted
by law. This remedy allows the seller to recover
some of the losses caused by the buyer's breach
of contract.
UCC 2-709(1)
Right to recover
the purchase
price or rent by
seller
This is a remedy available to the
seller when the buyer fails to
fulfill their obligations under a
contract. In such a situation, the
seller has the right to recover the
full purchase price or rent that
was agreed upon in the contract.
A seller enters into a contract to sell a car to a
buyer for $10,000. The buyer agrees to pay the
full amount within 30 days. However, after the
car is delivered, the buyer fails to make the
payment within the agreed timeframe. In this
case, the seller can exercise their right to recover
the full purchase price of $10,000 from the buyer
as a remedy for the breach of contract.
UCC 22-703(f)
Right to cancel a
contract by seller
This remedy allows the seller to
cancel the contract if the buyer
fails to fulfill their obligations or
breaches the terms of the
agreement. This remedy gives
the seller the option to terminate
the contract and seek damages
for any losses suffered as a
result of the buyer's breach.
A seller agrees to sell a car to a buyer, who
agrees to pay the full amount within 30 days.
However, if the buyer fails to make the payment
within the agreed-upon timeframe, the seller can
exercise their right to cancel the contract. They
may choose to terminate the agreement, take
back the car, and seek compensation for any
damages they incurred due to the buyer's breach
of contract.
UCC 2-601, 2A-
509; UCC 2-
602(2), 2A-
512(1); UCC 2-
603, 2A-511;
UCC 2-604, 2A-
512
Right to reject
nonconforming
goods or
improperly
tended goods
This allows the non-breaching
party to refuse acceptance of
goods that do not meet the
agreed-upon specifications or
have been improperly handled or
delivered. This remedy is
typically available when there is
a breach of contract related to
the sale or delivery of goods.
If Party A contracts with Party B to buy 100 units
of a specific product, and when the goods are
delivered, Party A discovers that only 90 units
are delivered and some of them are damaged,
Party A has the right to reject the nonconforming
goods and refuse to accept the delivery. Party A
can then demand that Party B either replace the
missing and damaged units or supply a refund for
the undelivered goods.
UCC 2-502, 2A-
522
This remedy refers to the legal
right of the buyer or lessee to
An example of this remedy would be if a student
ordered a laptop online from a seller who
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Right to recover
goods from an
insolvent seller
or lessor
reclaim the goods they have
already paid for or leased from a
seller or lessor who has become
insolvent. This remedy is
typically available in situations
where the seller or lessor has
failed to deliver the goods as
promised or has become
financially unable to fulfill their
obligations.
subsequently filed for bankruptcy. In such a case,
the student may have the right to recover the
laptop they paid for from the insolvent seller,
even if the seller is unable to deliver the laptop
due to their financial situation. This allows the
buyer to avoid losing their money and potentially
find an alternative source for the desired goods.
UCC 2-712, 2A-
518
Right to have a
reasonable cover
The right to have a reasonable
cover allows the non-breaching
party to minimize damages and
protect their interests by seeking
alternative solutions when the
other party does not fulfill their
contractual obligations.
If Party A contracts Party B to deliver a specific
product by a certain date, but Party B does not do
so, Party A may exercise their right to have a
reasonable cover. They can find another supplier
who can supply the product and then seek
reimbursement for any added costs incurred in
obtaining the substitute goods.
UCC 2-716(1),
2A-521(1)
Right to obtain
specific
performance.
In a breach of contract, this
remedy refers to the legal right
of the non-breaching party to
demand that the breaching party
fulfill their contractual
obligations exactly as agreed
upon in the contract. This
remedy is typically sought when
monetary compensation would
not adequately remedy the harm
caused by the breach, and when
the subject matter of the contract
is unique or cannot be easily
substituted.
Party A enters a contract with Party B to buy a
rare and valuable artwork. If Party B breaches
the contract by refusing to sell the artwork, Party
A could seek the remedy of specific
performance. In this case, Party A would ask the
court to order Party B to fulfill their contractual
obligation by transferring ownership of the
artwork to Party A, as monetary compensation
alone would not adequately replace the unique
and valuable nature of the artwork.
UCC 2-716(3),
2A-521(3)
Right to replevy
goods
This is a breach of contract
remedy that allows the non-
breaching party to take back
possession of goods that were
wrongfully withheld by the
breaching party. This remedy is
typically used when the goods
have already been delivered to
the breaching party, but they
refuse to return them.
Company A contracts with Company B to deliver
a shipment of goods. According to the contract,
payment is due upon delivery. However, when
Company A delivers the goods, Company B
refuses to pay and wrongfully keeps the goods.
In this situation, Company A can exercise their
"Right to replevy goods" by taking legal action
to reclaim the goods from Company B.
UCC 2-713, 2A-
519
Right to recover
damages for Non
delivery or
repudiation.
This remedy allows the non-
breaching party to seek financial
compensation for losses caused
by the other party's failure to
fulfill their contractual
obligations.
Suppose Party A enters into a contract with Party
B to purchase a specific product. The contract
specifies a delivery date, but Party B fails to
deliver the product within the agreed upon time
frame, or they explicitly state that they will not
be fulfilling their obligations. In this case, Party
A would have the right to recover damages for
non-delivery or repudiation. This would involve
seeking compensation for any financial losses
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incurred as a result of Party B's failure to deliver,
such as the cost of purchasing the product from
another source at a higher price.
UCC 2-711(1),
2A-508(1)(a)
Right to cancel a
contract
This remedy allows the innocent
party to end or cancel the
contract due to a breach by the
other party. It is typically
available when one party does
not fulfill their contractual
obligations, resulting in a
substantial violation of the
contract terms.
Company A enters a contract with Company B to
deliver a certain product by a specific date.
However, Company B does not deliver the
product within the agreed-upon time. In this
case, Company A may invoke their right to
cancel the contract and end the agreement due to
the breach by Company B.
References:
Ohio Revised Code Search
(no date)
Ohio.gov
. Available at:
https://codes.ohio.gov/ohio-revised-
code/searchkeywords=breach%20of%20contract
%20remedies&start=1&pageSize=25&sort=BestMatch
(Accessed: December 1, 2023).
"PART 7. REMEDIES | Uniform Commercial Code | US Law | LII / Legal Information Institute."
LII / Legal Information Institute,
n.d.,
https://www.law.cornell.edu/ucc/2/part_7.
Ramstad, A. "UCC Remedies for Breach of a Contract - Romano Law."
Romano Law,
2023,
https://www.romanolaw.com/ucc-remedies-for-breach-of-a-contract/.
Accessed 01 December
2023.