Article 2 — Sales · Section 2-712
This study guide provides a comprehensive overview and analysis of UCC § 2-712, focusing on the rights and remedies available for a buyer after a seller's breach.
Source: U.C.C. § 2-712
The official text of UCC § 2-712 provides that a buyer may cover by making a purchase of goods that are a commercially reasonable substitute for the goods from the seller and may recover from the seller the difference between the cost of cover and the contract price, along with any consequential or incidental damages, less expenses saved due to the breach.
UCC § 2-712 allows a buyer to buy substitute goods from another source when a seller fails to deliver goods as promised. The buyer can then claim the difference in cost between what they paid for the substitute goods and the original contract price.
The act of a buyer purchasing substitute goods to replace the goods that a seller has failed to deliver.
A purchase or transaction that is deemed acceptable and appropriate within the market context, considering the circumstances of the breach.
Example 1
If a buyer ordered 100 widgets at $10 each but the seller fails to deliver, and the buyer purchases the same widgets from another supplier at $13 each, the buyer can sue the original seller for $300.
Example 2
If a buyer contracts to buy 200 units of a product but the seller breaches and the buyer finds the product elsewhere at a higher price, they may recover the difference in price along with any related costs incurred due to the breach.