M Civ JI 141.15 Contract Damages - UCC: Buyer’s Breach by Nonacceptance or Repudiation - 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 ], you must compute the seller’s damages as follows:

(a) First, you must determine the unpaid contract price.

(b) Second, you must also determine the market price of the goods at the time and place where the goods were to be tendered to the buyer.

(c) Then you must subtract the market 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.

(d) *(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.

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

If you find that the damages you have computed will not put the seller in as good a position as the seller would have been in if the buyer had performed, then you must determine the seller’s damages in a different way:

(e) First you must determine the profit, including reasonable overhead, the seller would have made if the buyer had performed.

(f) From this lost profit figure, you must then subtract [ any payments the buyer made to the seller / and / the seller’s proceeds from any resale ].

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

(i) any commercially reasonable [ charges / expenses / commissions ] which 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.

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

(iii) any costs reasonably incurred as a result of 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 241.15 may be used with this instruction.

Comment

MCL 440.2708.

MCL 440.2708(2) by its terms contemplates application to the lost-volume seller who resold the unit to another at the same price.

The applicability of MCL 440.2708(2) seems fairly well settled in cases involving a specialty item with no reasonably accessible market. Detroit Power Screwdriver v Ladney, 25 Mich App 478; 181 NW2d 828 (1970).

History

M Civ JI 141.15 was added February 1987.