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as cover or damages. [U.C.C. § 2-711(3), cmt. 2 (1951); Precision Aggregate Products., LLC v. CMI Terex Corp. , No. CIV-06-1146-L, 2008 WL 183079 (W.D. Okla. 2008); 2 Hawkland UCC Series § 2-711:4, Westlaw (database updated June 2021).] Example : A concrete supplier contracted to buy a concrete batch plant from a manufacturer for $342,818, which the supplier paid in full. After acceptance, the plant manifested numerous defects, which the manufacturer never remedied. Thus, the supplier justifiably revoked acceptance. The supplier, to enforce its resulting security interest in the plant, commercially reasonably resold the plant for net proceeds of $240,000. The supplier then exercised its right to cover and purchased a new, properly working plant for $416,977. The supplier reasonably incurred $14,247 in the plant’s care, custody, receipt, inspection, and transportation. The supplier’s damages total $191,224, consisting of: $342,818 (contract price) - $240,000 (net resale proceeds) + $74,159 ($416,977 cover price - $342,818 contract price) + $14,247 expenses in the plant’s care, custody, etc. The supplier’s security interest let it retain the entire $240,000 resale proceeds. The paid purchase price alone exceeded that amount. [ Adapted from Precision Aggregate Products., LLC v. CMI Terex Corp. , No. CIV-06-1146-L, 2008 WL 183079 (W.D. Okla. 2008).] b. Buyer’s Security Interest and Its Relationship to Acceptance The buyer will not be deemed to accept the goods just because she retains the goods pursuant to her security interest or acts to enforce that interest, such as by reselling the goods for the seller’s account. This conduct is not an exercise of ownership or inconsistent with the seller’s rights in the goods. [2 Hawkland UCC Series § 2-711:4, Westlaw (database updated June 2021); Act Inconsistent with the Seller’s Ownership, Buyer’s Exercise of Ownership as to Rightfully Rejected Goods, supra .] c. Priority of Buyer’s Security Interest Under UCC Article 9, the buyer’s security interest takes priority over any security interest that the seller may have granted in the goods. [U.C.C. § 9-110(4) (2010); 2 Hawkland UCC Series § 2-711:4, Westlaw (database updated June 2021).] 4. Buyer’s Rights on Seller’s Nondelivery or Repudiation Section 2-713 sets forth the general damages formula if the seller breaches the contract by repudiation, failure to deliver the goods, making a nonconforming delivery, or delivering nonconforming goods that the buyer rejects or whose acceptance the buyer rightfully revokes. This formula is available to the buyer only if and to the extent that the buyer (1) does not exercise her right to cover or (2) tries to cover but fails to comply with § 2-712’s rules on
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