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behalf, either (1) paid the goods’ price or (2) become responsible for the price. The second prong includes anyone who, apart from a principal-agent relationship, holds a security interest in the goods or other rights similar to those of the seller. Examples include an assignee of the seller’s contractual rights, a financing agency that has acquired documents by honoring a letter of credit on the buyer’s behalf, or one subrogated to the seller’s rights against the buyer ( e.g. , a guarantor or debt collector who has paid at least part of the buyer’s obligation). [U.C.C. § 2-707(1) (1951); 2 Hawkland UCC Series § 2-707:1, Westlaw (database updated June 2021).] a. Remedies Available to a Person in the Position of a Seller Under § 2-707(2), a person in the position of a seller may (1) withhold delivery under § 2- 705, (2) stop delivery under § 2-705, (3) resell the goods under § 2-706, or (4) recover incidental damages under § 2-710. According to at least one treatise, a person in the position of the seller should be able to invoke the seller’s other remedies, as appropriate, such as damages under § 2-708, an action for the price under § 2-709, the right to complete unfinished goods under § 2-704, and the right to reclaim goods under § 2-702. [U.C.C. § 2-707(2) (1951); 2 Hawkland UCC Series § 2-707:2, Westlaw (database updated June 2021); Seller’s Incidental Damages, infra .] 7. Seller’s Damages for Buyer’s Nonacceptance or Repudiation Section 2-708 sets forth what is generally the default formula to calculate the seller’s damages, though the provision applies only if the buyer breaches by either (1) repudiating the contract or (2) wrongfully refusing to accept the goods. In this case, if the seller does not properly elect some alternative method ( e.g. , resale damages), no alternative method is available ( e.g. , liquidated damages), or the seller properly elects to use the § 2-708 formula despite being entitled to some other measure, then the formula in § 2-708 will likely govern the damages calculation. [ See U.C.C. § 2-708(1) (1951); 2 Hawkland UCC Series § 2-708:1, Westlaw (database updated June 2021).] a. General Damages Formula under § 2-708 The damages formula under § 2-708 operates virtually identically to the formula for resale damages under § 2-706, except that there is no resale price. Instead of the resale price, the § 2-708 formula utilizes the market price. Thus, under § 2-708, damages generally include (1) the difference between the market price (at the time and place for tender) and the contract price, plus (2) incidental damages under § 2-710, minus (3) expenses saved due to the buyer’s breach. Article 2 sets forth special rules to guide in determining the market price. [ See U.C.C. § 2-708(1) (1951); Seller’s Damages on Proper Resale, supra ; Seller’s Incidental Damages, Determining Market Price, infra .]
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