Also known as: 2-706 · § 2-706 · UCC § 2-706 · UCC 2-706 · seller's resale
Written by attorneys — see sources below.
A statutory remedy authorizing an aggrieved seller to resell goods following a buyer's breach and to recover damages measured by the difference between the contract price and the resale price together with incidental damages.
Starlight Media contracted to sell specialized servers to Sapphire Technologies. Sapphire repudiated before delivery. Starlight resold the servers to a third party at a lower price and incurred storage costs. Starlight may recover the difference between the original contract price and the resale price plus incidental damages.
Sofia Stern paid in advance for custom laboratory equipment from Sterling Manufacturing. Sterling failed to deliver conforming goods. Sofia rightfully rejected the equipment still in her possession and resold it to recover her payments and inspection expenses. Sofia may hold and resell the goods in the same manner as an aggrieved seller.
An aggrieved seller may resell after the buyer wrongfully rejects goods, revokes acceptance, fails to pay, or repudiates the contract. The resale must be conducted in good faith and in a commercially reasonable manner.
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Damages equal the difference between the contract price and the resale price, plus incidental damages, less expenses saved. The resale price serves as the concrete measure of the seller's loss.
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Yes. Under Section 2-711(3) a buyer who rightfully rejects or justifiably revokes acceptance holds a security interest in the goods and may resell them in the same manner as an aggrieved seller under Section 2-706.
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No. A good-faith resale implements rather than forfeits the seller's right to damages. The seller may still pursue incidental damages or other available remedies if the resale proceeds do not fully compensate the loss.
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…N.E.2d 159, 162 (N.Y.1993) (citing 1 White and Summers, Uniform Commercial Code § 1-3, at 36-37, n. 22, § 1-6, at 57 (3d ed.)). Section 2-207 does not contemplate multiple written confirmations operating as acceptance, with each confirmation having the capability of adding new and/or different terms. If it did, the…