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cover. That is, this formula is purely an alternative to the right of cover. Additionally, this formula is unavailable to the extent the buyer accepts the goods and does not revoke acceptance. [U.C.C. § 2-713(1), cmt. 5 (1951); 2 Hawkland UCC Series § 2-713:1, Westlaw (database updated June 2021).] a. General Damages Formula under § 2-713 The general damages formula under § 2-713 is (1) the goods’ market price, minus (2) the contract price, minus (3) any expenses the buyer saved due to the breach, plus (4) the buyer’s incidental and consequential damages. The buyer may also, of course, recover any portion of the purchase price paid. If the market price is less than the contract price, the buyer might be precluded from recovering damages. However, in this case, the buyer need not account to the seller for the difference. [U.C.C. 2-713 (1951); 2 Hawkland UCC Series § 2-713:1, Westlaw (database updated June 2021); Determining Market Price, supra ; Market Price in § 2-713, infra .] Examples : (1) A buyer contracted to buy widgets from a seller for $15,000, due on acceptance of the widgets. The widgets did not conform to the contract at delivery, so the buyer rightfully rejected them. The buyer chose not to cover but properly proved that the relevant market price when the buyer learned of the breach was $20,000. The buyer incurred $500 in storing the rejected widgets for return to the seller. The buyer’s damages under § 2-713 are $5,500, consisting of $20,000 (market price) - $15,000 (contract price) + $500 (storage costs). Had the buyer prepaid any portion of the purchase price, it would be entitled to recover that payment in addition to the $5,500 in damages. [ See 2Hawkland UCC Series § 2-713:1, Westlaw (database updated June 2021).] (2) A buyer contracted to buy widgets from a seller for $15,000, due on acceptance of the widgets. The seller finished the widgets but repudiated the contract before tendering them. Due to the repudiation, the buyer saved the $100 it would have spent to load the widgets onto its truck and transport them to its warehouse. The buyer chose not to cover but properly proved that the relevant market price when the buyer learned of the breach was $20,000. The buyer’s damages under § 2-713 total $4,900, consisting of $20,000 (market price) - $15,000 (contract price) - $100 saved due to the breach. [ See 2 Hawkland UCC Series § 2-713:1, Westlaw (database updated June 2021).]
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