UCC Damages Q6

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10. Buyer and Seller contract for the purchase and sale of 10,000 yards of carpeting. Buyer takes delivery of the carpeting at his store, but as soon as he inspects the first roll, it is immediately apparent that it is not what he ordered. Buyer calls Seller and rejects the goods. Seller says she will arrange to have this carpeting picked up and the correct carpeting delivered, but that this carpeting picked up and the correct carpeting delivered, but that this will necessarily take a few weeks. Having only limited floorspace, Buyer arranges to have the carpeting taken away and stored by a local warehouse, paying $200 for this service. Seller delivers the correct shipment to Buyer and collects the incorrect shipment from the warehouse. Seller accepts the second shipment as conforming with the contract in quality and amount, even though it has arrived some two weeks after the promised delivery date. Buyer now is to pay for the carpeting. What amount or amounts can he legitimately subtract from the purchase pric

-- Anonymous, November 02, 1998


e under '2-717?

-- Anonymous, November 02, 1998

From 2-717, a straightforward reading would indicate that the Buyer can subtract $200 (for storage of carpet) plus reasonable expenses it might have suffered due to the delay. At least that what the answer seems at face value -- I might be missing some between-the-lines snags that could complicate things, and some such potential technicalities are listed below.

First, 2-717 says that damages can only be deducted from the price if the breach and price now being assessed are all related to the same contract. Since the question says that "seller accepts the second shipment as conforming with the contract..." I am presuming the seller is treating the entire transaction as one contract, rather than two separate contracts for the two carpet shipments. If, in fact, we are dealing with two contracts, though, the buyer might not be able to subtract anything, but instead will have to sue for damages on the first contract.

Second, 2-717 states that the buyer can only deduct damages if he has given notice of his intent to withold part of the price -- I am presuming here that it is not too late for the buyer to notify the seller of this, however, one might claim that it is too late since (same line quoted as above) the seller accepted this second bolt as essentially fulfilling the contract "even through it arrived... some two weeks after...".

It seems that these two points of contention are nit-pickings, and that the buyer should be able to deduct the $200 plus delay costs. Furthermore, this makes sense against the backdrop that we are trying to put the buyer in the same position he'd be in had the contract been properly executed.

(This seems a bit too straightforward, though -- am I missing anything?)

-- Anonymous, November 09, 1998

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