M Civ JI 141.14 Contract Damages - UCC: Buyer’s Breach by Nonacceptance or Repudiation - Seller Resells - Seller’s Damages

If you find that the buyer breached the contract by [ wrongfully rejecting the goods / wrongfully revoking the acceptance / failing to pay [ on / or / before ] delivery / repudiating [ his / her / its ] obligations under the contract ], and that the seller’s resale was in good faith and commercially reasonable, you must compute the seller’s damages as follows:

(a) You must determine the unpaid contract price, and you must also determine the price at which the seller resold the goods.

(b) Then you must subtract the resale price from the unpaid contract price. From this amount you must then subtract any expenses the seller saved as a result of the buyer’s breach.

(c) *(You must add to this amount any of the following damages you find the seller had:

(i) any commercially reasonable [ charges / expenses / commissions ] the seller incurred after the buyer’s breach in stopping delivery, and in the [ transportation / care / custody ] of goods, and in connection with the return or resale of the goods, and

(ii) any other commercially reasonable [ charges / expenses / commissions ] resulting from the buyer’s breach.)

Note on Use

*Delete either or both of these subsections if not an issue in the lawsuit.

Form of verdict M Civ JI 241.14 may be used with this instruction.

Comment

MCL 440.2706, .2703.

For the availability of damages under MCL 440.2708(2) where the seller has resold, see Comment, M Civ JI 141.15.

History

M Civ JI 141.14 was added February 1987.