Sales and Leases | 234
Section 2-711 lists the buyer’s remedies as to goods not accepted (or if the buyer justifiably revokes acceptance). Later sections expand on some of these remedies. The buyer may cancel the contract if (1) the seller fails to deliver or repudiates the contract, or (2) the buyer justifiably rejects the goods or revokes acceptance. The buyer may also recover any purchase price paid. In addition, the buyer may either (1) cover and obtain related damages as to all affected goods, whether identified to the contract or not, or (2) recover damages for nondelivery under § 2-713. Further, if the seller fails to deliver or repudiates the contract, the buyer may either (1) recover identified goods under § 2-502 or (2) if appropriate, receive specific performance or replevin. Finally, if the buyer rightfully rejects or revokes acceptance of the goods, the buyer may receive a security interest in the goods. [ See U.C.C. § 2-711 (1) (1951).] 1. Buyer’s Right to Cancel the Contract As mentioned, the buyer may generally cancel the contract if (1) the seller fails to deliver or repudiates the contract or (2) the buyer justifiably rejects the goods or revokes acceptance. Cancellation terminates the parties’ outstanding, unperformed obligations, but the buyer of course retains its other remedies, including the right to recover damages. The buyer need not necessarily afford notice of cancellation, though it is often advisable to do so. Any communication regarding cancellation should be clear that the buyer is not waiving any remedies for breach. [U.C.C. § 2-711(1) (1951); 2 Hawkland UCC Series § 2-711:3, Westlaw (database updated June 2021).] 2. Cover In Article 2, the term cover refers to the buyer’s right to obtain substitute goods in place of those the breaching seller was to deliver. Cover is the buyer’s equivalent to the seller’s right to resell the goods. The right to cover applies if (1) the seller fails to deliver or repudiates the contract or (2) the buyer justifiably rejects the goods or revokes acceptance. In this case, the buyer may make a reasonable purchase of or contract to purchase substitute goods. The cover transaction must be commercially reasonable, and the buyer must implement it in good faith and without unreasonable delay. [U.C.C. § 2-712(1), cmt. 1 (1951).] a. Cover without Unreasonable Delay The requirement that the buyer implement cover without unreasonable delay is meant to afford the buyer the necessary time to investigate and decide how best to effectuate cover. Thus, the buyer has a reasonable time, but not an excessive time, to cover. Of course, the buyer does not have forever to implement cover. In one case, for instance, a delay of around one year after the seller’s breach was found unreasonable. [U.C.C. § 2-712, cmt. 2 (1951); Bockman Printing & Svc’s, Inc. v. Baldwin–Gregg, Inc. , 572 N.E.2d 1094 (Ill. App. Ct. 1991).]
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