Sales and Leases | 240
Compare : 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 $12,000. The buyer spent $500 in storing the rejected widgets for return to the seller. The buyer’s damages are $0. The market price is $3,000 less than the contract price. Even considering the $500 in storage expenses, the buyer is better off by $2,500 than if the seller had performed. Thus, though the buyer need not account to the seller for the $2,500 profit here, the buyer cannot recover damages, lest the buyer receive a windfall. [ See 2 Hawkland UCC Series § 2-713:1, Westlaw (database updated June 2021).] b. Market Price in § 2-713 In § 2-713, the relevant market price is that for the same goods in the same branch of trade as those contemplated in the contract. Market price is determined at the time the buyer learned of the seller’s breach and at the place of tender. However, if the buyer either rejects the goods after they reach their destination or revokes acceptance, market price is determined at the place of arrival. Market price is determined under the rules discussed in Determining Market Price, supra . [U.C.C. § 2-713, cmts. 1-2 (1951).] 5. Buyer’s Right to Specific Performance In Article 2, only the buyer can receive specific performance (though the seller’s action for the price is conceptually akin to specific performance). Broadly speaking, specific performance means that the court orders a party to fulfill its contractual obligations. Thus, in Article 2, if the court awards specific performance, then the seller must tender conforming goods to the buyer. Per § 2-716, the court may award specific performance, however, only (1) if the goods are unique or (2) in other proper circumstances. [U.C.C. § 2-716(1) (1951); Restatement (Second) of Contracts § 357, cmt. a.] a. Unique Goods Literally speaking, unique means one of a kind. However, Article 2 does not necessarily require that the goods be one of a kind. Rather, the term unique, as used here, means that the goods are not commercially feasible to replace, especially if the buyer has an acute need for the goods. That is, as used in Article 2, uniqueness means scarcity, often accompanied by the buyer’s necessity. The classic examples of unique goods include heirlooms or original or priceless works of art. Other examples, under Article 2’s liberal concept of uniqueness, embrace “[o]utput and requirements contracts involving a particular or peculiarly available source or market.” [U.C.C. § 2-716, cmt. 2 (1951); Robins v.
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