Goal of Contract Remedies - Recall that the fundamental goal in fashioning a remedy to a breach of contract is to put the non-breaching party in as good a position as he or she would have been in had the contract been performed as expected.
Typically, this involves some sort of remedy for money damages. In the context of a breach of contract that involves a sale of goods, the UCC provides the basis for money damages.
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This content is drawn from our Contracts Remedies Tutorial 19: Buyer’s Damages (Basics), which contains numerous interactive and visual hypotheticals on the topic. If you are interested in this content, you may want to try our free Contracts Advisor Course. You will need to register for our free account. It's fast, easy and, of course, free.
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UCC §2-714 and UCC §2-607(3)(a) - When the buyer accepts the whole delivery of non-conforming goods, he or she must, under UCC §2-607(3)(a), give the seller notice within a reasonable time that the goods are not as warranted; otherwise, the buyer may not recover.
Assuming the buyer has given proper notice under UCC §2-607(3)(a), the buyer may recover damages.
The Basic §2-714 Award - UCC §2-714 awards the difference between the value of the goods as warranted and the value of the goods as delivered.
Use “AW” (“as warranted”) for the value of the goods as warranted and AD (“as delivered”) for the value of the goods as delivered. Then we can say that §2-714 awards: AW – AD.
Incidental and Consequence Damages, Expenses Saved In addition to the basic AW – AD award, §2-714 also awards “incidental damages” and “consequential damages” and subtracts expenses saved as a result of the breach.
The Law School Experience - These and related topics are covered in our tutorials on Contract Remedies.
To explore some of our free materials, go to The Law School Experience.