* Liquated damages can’t be punitive, they have to be reasonable.
* Breach in UCC Article 2
* Make non-breaching party whole
* Consequential damages when necessary
* Sellers Remedies
* Ex) I am in the business of selling a good, the buyer decides to tell him that he’s not going to buy the good even though he ordered it. If it’s a common good that can be sold to someone else then that’s fine, because you will just break the contract. However if you don’t pay the seller then you’re not going to get the purchase. So if I have to sell it to someone else at a discounted price instead of the original because you canceled, I can sue you for the difference in price.
* If the goods are in transit, if the breaching buyer is solvent I can stop delivery but only if it is in a large volume shipment. For instance, the whole truck, the whole train.
* Insolvent- is when the person can’t pay his bills; I can stop the UPS truck and get them to send back the goods to the seller, I can sue for the damages of having to pay the UPS twice.
* Buyer Remedies
* Seller says they can’t or won’t deliver, if I have contacted with a certain seller and the seller breaches then I have a right to go back to the same market and buy the goods from someone else at a higher price and then I can sue the previous seller for the difference in the price and if I have to the goods shipped to me they can be sued for that too. You have to attempt cover first in order to be able to sue.
* The UCC have application to unique goods, under the UCC if the contract is for unique goods and if you have a contract to buy that 1 unique good the buyer has a right to that specific good. The buyer can go to court and get an order saying that the seller has to sell the good that he told you would sell you initially.
* If you buy a certain truck load of a certain fruit, and if you have a contract to buy number 2 size oranges but you get number 3...