Sales and Leases | 221
Resale by Public Sale In the case of resale by public sale, special rules apply.
1) Requirement of Identified Goods in a Resale by Public Sale In a resale by public sale, the general rule is that only identified goods may be resold. Normally, this rule precludes reselling future goods at a public sale. There is one exception. Namely, the goods need not be identified if there is a “recognized market for a public sale of futures in goods of the kind.” [U.C.C. § 2-706(4)(a) (1951).] An example of such a market is a commodities futures market. For instance, corn is a commodity regularly sold on a public exchange. Thus, futures in corn can be resold by public sale, even though the corn does not yet exist. [2 Hawkland UCC Series § 2-706:2, Westlaw (database updated June 2021).] 2) Place of Resale by Public Sale If reasonably available, a resale by public sale must occur at a usual place or market for public sale. That is, a public resale must occur at a market or a place where it is reasonable to expect that prospective bidders will attend—that is, a place where there is reasonable demand for the goods—if such a place is reasonably available. A public resale should not occur where there is no appreciable demand for the goods. The place may be reasonably available even if it is far from the goods’ location. The seller may recover expenses of transporting the goods as incidental damages. If no usual place or market for public sale is reasonably available, the sale may occur elsewhere, provided again that it is reasonable to expect that prospective bidders will attend. These rules’ purpose is to assure competitive bidding. [ See U.C.C. § 2- 706(4)(b), cmt. 9 (1951).] 3) Notice Requirement for Resale by Public Sale As a general rule, the seller must give the buyer reasonable notice of the sale’s time and place. This notice requirement does not apply, however, if either (1) the goods are perishable or (2) there is a threat that the goods will speedily decline in value. This notice requirement’s purpose is to give the buyer a reasonable chance either to bid herself or to bring other bidders. [U.C.C. § 2-706(4)(b), cmt. 8 (1951); 2 Hawkland UCC Series § 2-706:2, Westlaw (database updated June 2021).] 4) Rules if Public Resale Is to Occur at a Place Other Than the Goods’ Location If the public sale is to occur somewhere other than the goods’ location, meaning prospective bidders cannot see the goods at the time and place of sale, special rules apply. Namely, the sale notification must state where the goods are. Further,
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