Sales and Leases | 26
amount must be a reasonable (though not necessarily perfect) forecast of harm from the breach. If the amount is too high, the provision is void as a penalty.
Seller’s Remedies
The seller’s remedies for the buyer’s breach include, but are not limited to:
withholding delivery of the goods; cancelling the contract;
identifying goods to the contract despite the breach, assuming the goods are in the seller’s possession or control when she learns of the breach, or salvaging unfinished goods under § 2-704; stopping delivery by a bailee under § 2-705; reselling the goods and recovering damages from the buyer under § 2-706; recovering damages for nonacceptance under § 2-708; or bringing an action for the price under § 2-709. 1. Seller’s Options Regarding Unfinished Goods If the goods are unfinished when the buyer breaches the contract, the seller may generally do any of the following, if commercially reasonable:
finish the goods and identify them to the contract, stop manufacturing the goods and resell them for their scrap or salvage value, or take any other reasonable action.
2. Resale by Seller Perhaps the seller’s principal remedy in Article 2 is the right to resell the goods under § 2-706. a. Seller’s Damages on Proper Resale Assuming the seller implements the resale in good faith and in a commercially reasonable manner, she may recover damages consisting of (1) the difference between the resale price and the contract price, plus (2) incidental damages, minus (3) expenses the seller saved due to the buyer’s breach. If the seller resells the goods for more than the contract price, she need not account to the buyer for the excess. However, the profit may preclude the seller from recovering damages.
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