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(resale proceeds) + $1,000 (component costs) + $50 resale expenses. [ See 2Hawkland UCC Series § 2-708:2, Westlaw (database updated June 2021).]
c. Lost Profits for the Middleman or Jobber Another common scenario in which courts award lost profits arises in the case of the so- called middleman, or jobber. A middleman or jobber (1) does not acquire or manufacture the goods and (2) makes a commercially reasonable decision not to acquire the goods even after learning of the breach. Broadly speaking, a middleman or jobber is one who sells goods without ever taking possession of them, essentially facilitating a transaction between the jobber’s own seller and the ultimate purchaser. Examples include wholesalers. Generally, market-price damages or resale damages are inadequate to make the middleman or jobber whole here. [ See Bellfort Enterprises, Inc. v. Petrotex Fuels, Inc. , No. 06–257, 2008 WL 7934816, n. 1 (S.D. Tex. 2008); 2 Hawkland UCC Series § 2-708:2, Westlaw (database updated June 2021).] Example : A petroleum wholesaler contracted to sell petroleum to a retailer. Having done so, the wholesaler then contracted to buy that petroleum from an oil company. The retailer later breached the contract with the wholesaler, and the wholesaler commercially reasonably decided not to acquire the petroleum. Here, the wholesaler is a jobber and, hence, may be entitled to lost profits on the breached contract. The wholesaler never produced or acquired the petroleum, and that course was commercially reasonable. The wholesaler was acting, in essence, as a middleman or broker between the oil company and the retailer. [ See Bellfort Enterprises, Inc. v. Petrotex Fuels, Inc. , No. 06–257, 2008 WL 7934816 (S.D. Tex. 2008).] d. Lost Profits and Specially Manufactured Goods Yet another situation in which courts commonly award lost profits arises in the case of specially manufactured goods that the seller cannot easily resell. Determining the goods’ market value can be troublesome, and the difficulty of resale can make resale damages impracticable. Also, lost profits may be appropriate in other situations where the seller lacks a readily available market for resale. [ See SEC America, LLC v. Marine Electric Systems, Inc. , 39 A.3d 1054 (Vt. 2011); Whether Goods are Specially Manufactured, Goods Not Resellable in the Ordinary Course of the Seller’s Business, supra .] e. Lost Profits and the Sale of Components Courts may award lost profits in the case of a seller of components. The typical scenario here arises when the seller begins to manufacture the goods but has not yet completed
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