M Civ JI 141.02 Contract Damages - UCC: Seller’s Breach by Failure to Deliver/Repudiation/Delivery of Nonconforming Goods Rejected/Acceptance Rightfully Revoked - Buyer’s Damages

If you find that the seller breached the contract by [ failing to make delivery of the goods called for in the contract / repudiating [ his / her / its ] obligations under the contract / delivering nonconforming goods which the buyer rejected or for which the buyer rightfully revoked [ his / her / its ] acceptance ] you must compute the buyer’s damages as follows:

(a) First you must determine certain amounts:

(i) [ the cost of substitute goods the buyer purchased / the market price of substitute goods at the time the buyer learned of the breach ], and

(ii) the amount the buyer paid to the seller, and

(iii) the contract price, and

(iv) the expenses the buyer saved as a result of the breach.

(b) After you have determined these amounts, you must add the [ cost to the buyer of purchasing substitute goods / market price of substitute goods at the time the buyer learned of the breach ] to the amount the buyer paid to the seller. From this amount you must subtract the contract price, and you must also subtract the expenses the buyer saved as a result of the seller’s breach.

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

(i) expenses reasonably incurred in [ inspection / receipt / transportation / care / custody ] of goods the buyer rightfully rejected, and

(ii) commercially reasonable [ charges / expenses / commissions ] incurred by the buyer in connection with the purchase of substitute goods, and

(iii) other losses that you find resulted from the seller’s breach, such as [ insert consequential damages that are claimed and in issue ], if you find that the seller at the time of contracting had reason to know of them, and the buyer could not reasonably have prevented them by the purchase of substitute goods or otherwise, and

(iv) any injury to person or property proximately resulting from any breach of warranty, and

(v) any other reasonable expenses incident to the seller’s delay or other breach, such as [ insert those expenses that are claimed and in issue ].)

Note on Use

*Delete any of these subsections that are not an issue in the lawsuit. Form of verdict M Civ JI 241.02 may be used with this instruction.

Comment

MCL 440.2711–.2713, .2715.

History

M Civ JI 141.02 was added February 1987.