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seller’s recoverable damages under Article 2, other than liquidated damages, and (2) the value or amount of any benefits the buyer received due to the contract, whether directly or indirectly. In practical effect, then, these rules often mean that the buyer simply offsets its restitution against whatever damages it owes to the seller, which are often (though not always) larger than the buyer’s restitution. [U.C.C. § 2-718(3) (1951); 2 Hawkland UCC Series § 2-718:2, Westlaw (database updated June 2021).] Example : A consumer contracted to buy a pair of eyeglasses from an optometrist for $1,350. Upon signing the contract, the consumer tendered a $750 deposit against the purchase price. Once the optometrist made the eyeglasses, the consumer breached the contract by refusing to accept them, though they conformed to the contract. The contract contained no liquidated-damages provision. Thus, having made a payment to the optometrist, the consumer is entitled to restitution. The restitution amount is the total deposit ($750), minus 20 percent of the contract price ($270), minus the optometrist’s damages resulting from the breach ($250, the cost of the lenses). Thus, the consumer is entitled to receive $230 in restitution. [ See Gongora v. Eye Gallery of Scarsdale , No. 2015–591WC, 2016 WL 1590790 (N.Y. App. Div. Apr. 11, 2016).] b. Breaching Buyer’s Restitution if Seller Has Received Payment in Goods Sometimes, the seller receives payment in goods, not money. For instance, automobile buyers often trade in older vehicles as a form of down payment against the price of a newer or more expensive one. Here, special rules apply. Namely, the buyer’s payments to the seller, for purposes of determining the buyer’s restitution, are deemed to equal either the goods’ reasonable value or, if resold, the proceeds of their resale. But if the seller has notice of the buyer’s breach before reselling the goods, the seller must comply with § 2- 706 (dealing with resale of goods by an aggrieved seller). This provision generally requires the seller to take reasonable steps to realize the goods’ true value on resale. [U.C.C. § 2- 718(4), cmt. 2 (1951); 2 Hawkland UCC Series § 2-718:2, Westlaw (database updated June 2021); Resale by Seller, infra .] Seller’s Remedies Section 2-703 affords the seller various remedies if the buyer breaches the contract by (1) wrongfully rejecting the goods, (2) wrongfully revoking acceptance, (3) not making a payment that is due at or before delivery (or, by implication, after delivery), or (4) wholly or partially repudiating the contract. Section 2-703 is a statutory index listing these remedies in one convenient place. Sections 2-704 through 2-709 expand on these remedies. The seller’s remedies are generally cumulative, meaning that the seller’s choice to pursue one remedy does not necessarily foreclose other remedies (though it may, depending on the circumstances). The
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