Section § 2701

Explanation
This law states that if there's a breach of a promise or obligation that's related but secondary to a sales contract, you can still seek remedies even if other laws in this section have different rules.
Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this division.

Section § 2702

Explanation

If a seller finds out that a buyer is unable to pay their debts (insolvent), the seller can refuse to deliver more goods unless paid in cash. If the buyer has already received goods on credit while being insolvent, the seller can take back those goods by asking for them within 10 days of delivery. However, if the buyer lied in writing about their financial situation within three months before delivery, the seller can reclaim the goods without worrying about the 10-day limit. The seller must consider the rights of any new buyers who acted in good faith. Once the seller successfully reclaims goods, they can't pursue other legal actions for those goods.

(1)CA Commercial Law Code § 2702(1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this division (Section 2705).
(2)CA Commercial Law Code § 2702(2) Where the seller discovers that the buyer has received goods on credit while insolvent he may reclaim the goods upon demand made within 10 days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the 10-day limitation does not apply. Except as provided in this subdivision the seller may not base a right to reclaim goods on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.
(3)CA Commercial Law Code § 2702(3) The seller’s right to reclaim under subdivision (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser under this division (Section 2403). Successful reclamation of goods excludes all other remedies with respect to them.

Section § 2703

Explanation

If a buyer wrongly rejects, revokes acceptance, doesn't pay on time, or backs out of a contract, the seller has several options. They can hold onto the goods, stop the delivery, deal with goods not yet tied to the contract, resell the goods and seek damages, claim damages for the buyer not accepting the goods, or cancel the contract altogether.

Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (Section 2612), then also with respect to the whole undelivered balance, the aggrieved seller may
(a)CA Commercial Law Code § 2703(a) Withhold delivery of such goods;
(b)CA Commercial Law Code § 2703(b) Stop delivery by any bailee as hereafter provided (Section 2705);
(c)CA Commercial Law Code § 2703(c) Proceed under the next section respecting goods still unidentified to the contract;
(d)CA Commercial Law Code § 2703(d) Resell and recover damages as hereafter provided (Section 2706);
(e)CA Commercial Law Code § 2703(e) Recover damages for nonacceptance (Section 2708) or in a proper case the price (Section 2709);
(f)CA Commercial Law Code § 2703(f) Cancel.

Section § 2704

Explanation
If you're a seller and someone breaks a contract with you, you have the right to either use the goods you have to fulfill that contract, even if they're not finished yet, or to hold and resell them. If the goods aren't finished, you can decide to complete them or stop making them and sell them as parts or scrap, depending on what's best to avoid losing money.
(1)CA Commercial Law Code § 2704(1) An aggrieved seller under the preceding section may
(a)CA Commercial Law Code § 2704(a) Identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;
(b)CA Commercial Law Code § 2704(b) Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2)CA Commercial Law Code § 2704(b)(2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.

Section § 2705

Explanation

If a seller realizes the buyer can't pay (is insolvent), they can stop the delivery of goods with a carrier or third party. The seller can also stop delivery if the buyer refuses to pay or cancels the order, among other reasons. This can be done until the buyer receives the goods, or a third party confirms they hold the goods for the buyer. To stop delivery, the seller must quickly notify the carrier or holder, who then follows the seller's instructions about the goods' delivery. However, the seller must pay any arising charges. For goods with certain title documents, carriers or holders have specific rules about stopping delivery.

(1)CA Commercial Law Code § 2705(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (Section 2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.
(2)CA Commercial Law Code § 2705(2) As against such buyer the seller may stop delivery until
(a)CA Commercial Law Code § 2705(a) Receipt of the goods by the buyer; or
(b)CA Commercial Law Code § 2705(b) Acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
(c)CA Commercial Law Code § 2705(c) Such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or
(d)CA Commercial Law Code § 2705(d) Negotiation to the buyer of any negotiable document of title covering the goods.
(3)Copy CA Commercial Law Code § 2705(d)(3)
(a)Copy CA Commercial Law Code § 2705(d)(3)(a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(b)CA Commercial Law Code § 2705(b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.
(c)CA Commercial Law Code § 2705(c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.
(d)CA Commercial Law Code § 2705(d) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.

Section § 2706

Explanation

This section explains what a seller can do if a buyer breaches a contract. If the buyer fails to complete the purchase, the seller is allowed to resell the goods. The seller can recover any loss from the resale compared to the original agreed price, minus any savings from not having to sell to the original buyer. The resale must be in good faith and done in a commercially reasonable way, whether in a public or private sale. Details like time and place need to be reasonable, and the seller has to inform the buyer if it's a private sale. In a public sale, only goods that can be identified should be sold unless it's common to sell futures. A seller can even buy back the goods in a public sale, and any profit from the resale is not owed to the original buyer. If someone buys the resold goods in good faith, they own the goods free from any claims by the original buyer.

(1)CA Commercial Law Code § 2706(1) Under the conditions stated in Section 2703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this division (Section 2710), but less expenses saved in consequence of the buyer’s breach.
(2)CA Commercial Law Code § 2706(2) Except as otherwise provided in subdivision (3) or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
(3)CA Commercial Law Code § 2706(3) Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.
(4)CA Commercial Law Code § 2706(4) Where the resale is at public sale
(a)CA Commercial Law Code § 2706(a) Only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and
(b)CA Commercial Law Code § 2706(b) It must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and
(c)CA Commercial Law Code § 2706(c) If the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
(d)CA Commercial Law Code § 2706(d) The seller may buy.
(5)CA Commercial Law Code § 2706(d)(5) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.
(6)CA Commercial Law Code § 2706(d)(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (Section 2707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subdivision (3) of Section 2711).

Section § 2707

Explanation

This section explains who qualifies as "a person in the position of a seller." It refers to situations where an agent pays for goods on behalf of someone else or has a similar interest in the goods. Such a person can withhold or stop delivery, resell the goods, and claim damages if needed.

(1)CA Commercial Law Code § 2707(1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2)CA Commercial Law Code § 2707(2) A person in the position of a seller may as provided in this division withhold or stop delivery (Section 2705) and resell (Section 2706) and recover incidental damages (Section 2710).

Section § 2708

Explanation

This law explains how to calculate damages if a buyer doesn’t accept goods or cancels a contract. Generally, the seller is owed the difference between the market price of the goods and the contract price, plus any extra costs, but minus any expenses the seller saved because the deal fell through. If this isn't enough to make the seller whole, the seller can claim the profit they would have made if the deal went through, including reasonable business costs.

(1)CA Commercial Law Code § 2708(1) Subject to subdivision (2) and to the provisions of this division with respect to proof of market price (Section 2723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this division (Section 2710), but less expenses saved in consequence of the buyer’s breach.
(2)CA Commercial Law Code § 2708(2) If the measure of damages provided in subdivision (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this division (Section 2710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.

Section § 2709

Explanation

If a buyer doesn't pay for goods on time, the seller can claim the price of the goods plus any extra damages that apply. This includes goods that were taken by the buyer or those that got lost or damaged after the buyer should have cared for them. The seller can also claim the price if they can't resell the goods despite trying. If the seller takes the buyer to court for the price, they must keep any unsold goods safe for the buyer, unless they can sell them instead. If they do sell, the sale money goes towards what the buyer owes. If a buyer improperly rejects goods or backs out of the deal, even if the seller doesn’t get the price from the sale, they can still claim damages.

(1)CA Commercial Law Code § 2709(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price
(a)CA Commercial Law Code § 2709(a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(b)CA Commercial Law Code § 2709(b) Of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
(2)CA Commercial Law Code § 2709(b)(2) Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.
(3)CA Commercial Law Code § 2709(b)(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (Section 2610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.

Section § 2710

Explanation
If a buyer breaks a sales agreement, the seller can seek compensation for reasonable costs they had to pay because of it. This includes costs for stopping delivery, taking care of the goods, or reselling them.
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyers’ breach, in connection with return or resale of the goods or otherwise resulting from the breach.

Section § 2711

Explanation

If a seller doesn't deliver goods, cancels the order, or if a buyer rejects or revokes acceptance of the goods, the buyer has several options. They can cancel the contract, get back the money they've paid, and either "cover" (buy replacement goods) and claim damages, or seek damages for nondelivery. If the goods were already picked out, the buyer might retrieve them or demand the seller fulfill the contract. Additionally, if a buyer rightfully rejects or revokes acceptance, they have a temporary claim on the goods and can resell them to recover their costs.

(1)CA Commercial Law Code § 2711(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (Section 2612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid
(a)CA Commercial Law Code § 2711(a) “Cover” and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or
(b)CA Commercial Law Code § 2711(b) Recover damages for nondelivery as provided in this division (Section 2713).
(2)CA Commercial Law Code § 2711(b)(2) Where the seller fails to deliver or repudiates the buyer may also
(a)CA Commercial Law Code § 2711(a) If the goods have been identified recover them as provided in the division (Section 2502); or
(b)CA Commercial Law Code § 2711(b) In a proper case obtain specific performance or replevy the goods as provided in this division (Section 2716).
(3)CA Commercial Law Code § 2711(b)(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (Section 2706).

Section § 2712

Explanation

If a seller doesn't deliver the goods as promised, the buyer can quickly buy similar goods as a replacement. This is called "covering." The buyer can then make the seller pay for any extra costs from the replacement purchase, plus any other reasonable costs that arise. However, if the buyer chooses not to cover, they can still seek other solutions or compensation.

(1)CA Commercial Law Code § 2712(1) After a breach within the preceding section the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
(2)CA Commercial Law Code § 2712(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (Section 2715), but less expenses saved in consequence of the seller’s breach.
(3)CA Commercial Law Code § 2712(3) Failure of the buyer to effect cover within this section does not bar him from any other remedy.

Section § 2713

Explanation

If a seller fails to deliver goods or breaks the contract, the buyer can recover the difference between the current market price and the agreed contract price. The buyer can also claim additional costs caused by the seller's breach, minus any money saved due to the seller not delivering. The market price is based on where the goods were supposed to be delivered or where they ended up if they were rejected.

(1)CA Commercial Law Code § 2713(1) Subject to the provisions of this division with respect to proof of market price (Section 2723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this division (Section 2715), but less expenses saved in consequence of the seller’s breach.
(2)CA Commercial Law Code § 2713(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

Section § 2714

Explanation

This section talks about what happens if you've bought something that turns out not to be as promised. If you accepted the goods and then found out there's an issue, you can claim damages. These damages should cover the loss due to the seller breaking the agreement. The main way to calculate damages is the difference in value between what you received and what you were promised. Sometimes, if special situations arise, the damages could be different. You can also claim extra costs related to the issue.

(1)CA Commercial Law Code § 2714(1) Where the buyer has accepted goods and given notification (subdivision (3) of Section 2607) he or she may recover, as damages for any nonconformity of tender, the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner that is reasonable.
(2)CA Commercial Law Code § 2714(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(3)CA Commercial Law Code § 2714(3) In a proper case any incidental and consequential damages under Section 2715 also may be recovered.

Section § 2715

Explanation

This section explains the types of damages a buyer can claim if a seller breaches a contract. Incidental damages cover reasonable costs like inspecting, transporting, caring for rejected goods, or finding a replacement. Consequential damages include losses from needs the seller should have known about that can't be avoided, and any injuries or property damage caused by a breach of warranty.

(1)CA Commercial Law Code § 2715(1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
(2)CA Commercial Law Code § 2715(2) Consequential damages resulting from the seller’s breach include
(a)CA Commercial Law Code § 2715(a) Any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(b)CA Commercial Law Code § 2715(b) Injury to person or property proximately resulting from any breach of warranty.

Section § 2716

Explanation

This law explains that a court can order 'specific performance'—forcing someone to do exactly what they promised in a contract—when goods are unique or in certain other situations. The court can set terms for payment, damages, or other outcomes as it sees fit. Additionally, a buyer can retrieve goods identified in a contract if they cannot find a suitable replacement or if the seller retains the goods under certain conditions. For personal, family, or household goods, buyers get this right to retrieve the goods once they gain a special interest, even if the seller hasn't refused to deliver.

(1)CA Commercial Law Code § 2716(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2)CA Commercial Law Code § 2716(2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
(3)CA Commercial Law Code § 2716(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort he or she is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer’s right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.

Section § 2717

Explanation

If a seller doesn't fulfill their end of a sales contract, the buyer can reduce the amount they owe by the amount of the damages caused by the seller's failure, as long as they tell the seller this is their plan.

The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.

Section § 2718

Explanation

This law talks about what happens when one party doesn't live up to their side of a contract, specifically concerning damages and refunds. If there's an agreement on damages (called 'liquidated damages'), it must follow certain rules. If these rules aren't followed, other remedies apply. If a buyer breaches a contract and the seller holds onto their goods, the buyer can get back money they've paid beyond a certain amount. However, the seller can reduce this refund if they can prove they're owed more damages or if the buyer benefitted from the contract. If the seller is paid in goods, those goods are valued and treated like other payments unless the seller knows about the breach before reselling the goods.

(1)CA Commercial Law Code § 2718(1) Damages for breach by either party may be liquidated in the agreement subject to and in compliance with Section 1671 of the Civil Code. If the agreement provides for liquidation of damages, and such provision does not comply with Section 1671 of the Civil Code, remedy may be had as provided in this division.
(2)CA Commercial Law Code § 2718(2) Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of his or her payments exceeds:
(a)CA Commercial Law Code § 2718(a) The amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subdivision (1), or
(b)CA Commercial Law Code § 2718(b) In the absence of such terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or five hundred dollars ($500), whichever is smaller.
(3)CA Commercial Law Code § 2718(b)(3) The buyer’s right to restitution under subdivision (2) is subject to offset to the extent that the seller establishes:
(a)CA Commercial Law Code § 2718(a) A right to recover damages under the provisions of this chapter other than subdivision (1), and
(b)CA Commercial Law Code § 2718(b) The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4)CA Commercial Law Code § 2718(b)(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subdivision (2); but if the seller has notice of the buyer’s breach before reselling goods received in part performance, his or her resale is subject to the conditions laid down in this division on resale by an aggrieved seller (Section 2706).

Section § 2719

Explanation

This section allows contracts to set specific remedies for breaches, like returning goods or repairing faulty items, and these remedies can replace or add to standard ones. You usually have options unless the contract states that a remedy is exclusive, making it your only choice. If an agreed remedy doesn't work as intended, other remedies might apply. The contract might limit or exclude additional damages, but such limitations can be challenged if they're unfair, especially for consumer goods where injury occurs. For commercial losses, damage limits usually stand unless found to be unfair.

(1)CA Commercial Law Code § 2719(1) Subject to the provisions of subdivisions (2) and (3) of this section and of the preceding section on liquidation and limitation of damages,
(a)CA Commercial Law Code § 2719(a) The agreement may provide for remedies in addition to or in substitution for those provided in this division and may limit or alter the measure of damages recoverable under this division, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(b)CA Commercial Law Code § 2719(b) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2)CA Commercial Law Code § 2719(b)(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this code.
(3)CA Commercial Law Code § 2719(b)(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is invalid unless it is proved that the limitation is not unconscionable. Limitation of consequential damages where the loss is commercial is valid unless it is proved that the limitation is unconscionable.

Section § 2720

Explanation

When someone uses words like 'cancellation' or 'rescission' to end a contract, it doesn't automatically mean they're giving up any rights to claim damages for something that went wrong before the contract ended. This applies unless it's clearly stated otherwise.

Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.

Section § 2721

Explanation

If someone lies or commits fraud in a sales contract, you can use all the same actions to fix the situation that you'd use if they just broke the contract without fraud. Asking to cancel the deal or return goods doesn't stop you from asking for additional money or other solutions.

Remedies for material misrepresentation or fraud include all remedies available under this division for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.

Section § 2722

Explanation

If someone unrelated to a contract does something to goods involved in that contract that harms one of the parties, the harmed party can sue. The right to sue belongs to whoever has a legal claim to the goods, whether they own them, have an interest in them, or if they had the risk of loss for the goods. If the person suing didn't bear the risk of loss when the goods were damaged, any money recovered might be held for the other party unless agreed otherwise. Also, either party in the contract can sue on behalf of the other if both agree.

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract
(a)CA Commercial Law Code § 2722(a) A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the o ther;
(b)CA Commercial Law Code § 2722(b) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;
(c)CA Commercial Law Code § 2722(c) Either party may with the consent of the other sue for the benefit of whom it may concern.

Section § 2723

Explanation

This law deals with the situation where someone backs out of a deal before they're supposed to fulfill their part. If this leads to a lawsuit and goes to court before the goods are supposed to be delivered, the value of the goods should be measured based on their market price when the other party found out about the cancellation. If it's hard to find out the market price at that time, a reasonable alternative can be used, considering any costs to move the goods. Also, if either party wants to use a different market price in court, they must inform the other party in advance to avoid any unfair surprise.

(1)CA Commercial Law Code § 2723(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (Section 2708 or Section 2713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2)CA Commercial Law Code § 2723(2) If evidence of a price prevailing at the times or places described in this division is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
(3)CA Commercial Law Code § 2723(3) Evidence of a relevant price prevailing at a time or place other than the one described in this division offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.

Section § 2724

Explanation

This law says that if the price or value of goods commonly traded in a market is being debated in a legal case, then official market reports, trade journals, or newspapers can be used as evidence. However, while you can question how the report was made to affect its credibility, that won't stop it from being used as evidence.

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.

Section § 2725

Explanation

In California, if you want to take legal action over a breach of a sales contract, you generally have four years to do so starting from when the breach happens. However, the original contract can shorten this period to no less than one year. The clock starts ticking on the date of the breach, even if you weren't aware of it. For warranties, the breach occurs when the item is delivered unless the warranty covers future performance, in which case it begins when the problem is or could be found out. If your first legal action is stopped but allows for another try on the same issue, you have an extra six months to start again, as long as the original case wasn't stopped because you dropped it or didn't push it forward. Finally, this law won’t change any rules about pausing the time limit or apply to cases that existed before this law started.

(1)CA Commercial Law Code § 2725(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
(2)CA Commercial Law Code § 2725(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
(3)CA Commercial Law Code § 2725(3) Where an action commenced within the time limited by subdivision (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
(4)CA Commercial Law Code § 2725(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this code becomes effective.