Contracts 6.txt

ONLY IF monetary damages are inadequate to compensate injured party:

• Real property
• Goods are "unique" (e.g., no substitute goods in market)
• Covenants not to compete (e.g., prevent you from working for a competitor)
• Can NEVER require performance of services (tantamount to slavery)

1) WITHIN 10 DAYS (of buyer's receipt) if buyer was INSOLVENT when goods were RECEIVED and seller demands return within 10 DAYS

2) ANY TIME if buyer misrepresented its solvency to seller in a writing within 3 MONTHS BEFORE delivery

• LIQUIDATED damages
• Common law EXPECTATION damages (generally applied)
• BUYER'S Article 2 expectation damages (cover, market, loss in value)
• SELLER'S Article 2 expectation damages (resale, market, lost profit for lost-volume sellers, contract price)
• INCIDENTAL damages
• CONSEQUENTIAL damages

1) COVER = Cover price – K Price (if cover made in good faith) [usual measure]

2) MARKET = Market Price – K Price (if cover not in good faith, or no cover at all)

3) LOSS IN VALUE = Value as PROMISED – value AS DELIVERED

1) RESALE = K price – Resale price (in good faith) [usual measure]

2) MARKET = K price – MARKET price (resale not in good faith, no resale at all)

3) LOST PROFIT = PROFIT lost from K breach where seller has an INVENTORY of goods (always on MBE)

4) CONTRACT PRICE = if seller can't resell the goods (no market exists)

• Arranging a substitute transaction
• Transport of goods
• Storage (care) of goods

Consequential damages are available when

• 1 ) THIS PARTICULAR damage
• 2) to THIS plaintiff was
• 3) REASONABLE FORESEEABLE to the breaching party
• 4) WHEN K WAS MADE

***Note, consequential damages are not available to a seller under Article 2

NO—Not if the damages could have been avoided with REASONABLE EFFORT.