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6. Merchant Buyer’s Duties as to Rightfully Rejected Goods Generally, a merchant buyer has special obligations regarding rightfully rejected goods in her possession or control. After rejection, if the seller has no agent or place of business at the market of rejection, the buyer must follow the seller’s reasonable instructions regarding the goods (assuming the buyer receives them). These instructions may involve reshipping the goods, selling them, delivering them to a third party, and so on. Absent such instructions, the buyer must make reasonable efforts to sell the goods if either (1) the goods are perishable or (2) the goods threaten to lose value quickly. For the seller’s instructions to be reasonable, on- demand indemnity for expenses must be forthcoming. Of course, the merchant buyer remains under the abovementioned obligation to hold the goods with reasonable care at the seller’s disposition. In addition, the merchant buyer’s obligations here are subject to the buyer’s security interest in goods under § 2-711. [U.C.C. § 2-603(1), cmts. 1, 3 (1951).] Example : A retailer contracted to buy a shipment of fireworks from a manufacturer. Shortly after taking delivery of the fireworks, the retailer rejected them and sought to return them. In response, the manufacturer asked the retailer to bring the fireworks to the manufacturer’s headquarters (located out of the market but still reasonably nearby) and leave them with a responsible representative. Instead, the retailer left the fireworks on the sidewalk just outside the headquarters, located in the heart of a busy downtown area. Here, a court could easily find that the retailer breached his duty to follow the manufacturer’s reasonable instructions as to the rejected fireworks. The manufacturer’s instructions were reasonable, and it was unreasonable to leave the fireworks unattended on the sidewalk as the retailer did. [ See Ford v. Starr Fireworks, Inc. , 874 P.2d 230 (Wyo. 1994).] a. Merchant Buyer Selling the Goods for the Seller’s Account If a merchant buyer rightly sells goods for the seller’s account under the above rules, the seller is generally entitled to the proceeds. However, if the buyer sells the goods without having received any instructions from the seller, the buyer is entitled to reimbursement (be it from the seller or out of the proceeds) for the reasonable costs of caring for and selling the goods. If the buyer pays no commission in selling the goods, then the buyer is also entitled to a commission. That commission is whatever commission is usual in the trade. If there is no usual commission in the trade, then the commission will consist of a reasonable sum not to exceed 10 percent of the gross proceeds. [U.C.C. § 2-603(2) (1951); 2 Hawkland UCC Series § 2-603:1, Westlaw (database updated June 2021).] b. Merchant Buyer’s Good-Faith Compliance A merchant buyer, in complying with its abovementioned obligations, need only act in good faith. The merchant buyer’s good-faith conduct in this regard is not (1) acceptance of the
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