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buyer has no right to recover the goods based on the seller’s insolvency. Practically speaking, proving that the seller became insolvent within such a tight time frame can be quite difficult. [U.C.C. § 2-502(1)(b) (1951); 2 Hawkland UCC Series § 2-502:2, Westlaw (database updated June 2021).] c. Vesting of Buyer’s Right to Recover Consumer Goods In the case of consumer goods, the buyer’s right to recover the goods under § 2-502 vests when the buyer acquires the special property interest (insurable interest) under § 2-501, which takes place when the goods are identified to the contract. This rule applies even if the seller has not, at that time, repudiated the contract or failed to deliver the goods. [U.C.C. § 2-502(2) (1951); 2 Hawkland UCC Series § 2-502:2, Westlaw (database updated June 2021); Insurable Interest in Goods, supra .] Buyer’s Damages for Breach Regarding Accepted Goods Section 2-714 governs the buyer’s damages if the buyer has accepted goods and not revoked acceptance. In this case, the buyer may recover, as damages for any nonconforming tender ( i.e. , any breach by the seller, including breach of warranty), loss arising in the ordinary course of events from the seller’s breach—that is, direct damages. That loss may be determined in any reasonable manner. Put another way, direct damages include losses that the seller could reasonably expect to flow from the breach in the ordinary course of events, apart from any special circumstances peculiar to the buyer and known to the seller. To recover direct damages, the buyer must provide notice as required in § 2-607. Further, the buyer must provide evidence furnishing a reasonable basis to determine damages. [U.C.C. § 2-714(1) (1951); Rexnord Industries, LLC v. Bigge Power Constructors , 947 F.Supp.2d 951 (E.D. Wisc. 2013); 2 Hawkland UCC Series § 2-714:2, Westlaw (database updated June 2021); Notice of Breach to Preserve Remedy, supra .] 1. General Measure of Direct Damages Broadly speaking, direct damages equal the difference between (1) the value of the performance that the seller promised and (2) the value of the performance that the seller delivered. A common example of direct damages is the cost of repairing defective goods, such as by replacing bad parts. In addition to direct damages, if appropriate, the buyer may recover incidental and consequential damages. [U.C.C. § 2-714(3) (1951); KSW Mechanical Svcs v. Johnson Controls, Inc. , 992 F.Supp.2d 135 (E.D.N.Y. 2014); 2 Hawkland UCC Series § 2-714:2, Westlaw (database updated June 2021). But see Expenses of Handling Nonconforming Goods, infra .]
Note : Crucially, direct, incidental, and consequential damages are three distinct types of damages and, thus, should not be confused with one another. Yet distinguishing among these
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