SalesRemedies
Section § 2701
Section § 2702
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.
Section § 2703
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.
Section § 2704
Section § 2705
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.
Section § 2706
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.
Section § 2707
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.
Section § 2708
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.
Section § 2709
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.
Section § 2710
Section § 2711
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.
Section § 2712
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.
Section § 2713
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.
Section § 2714
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.
Section § 2715
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.
Section § 2716
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.
Section § 2717
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.
Section § 2718
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.
Section § 2719
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.
Section § 2720
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.
Section § 2721
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.
Section § 2722
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.
Section § 2723
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.
Section § 2724
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.
Section § 2725
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.