You have a technology business that produces computer control devices. Last week

Question

You have a technology business that produces computer control devices. Last week you shipped twenty custom-made computer controllers to a manufacturer, and they arrived four days ago. Today the manufacturer called you and said she is going to return ten of the controllers because she now realizes she has no use for them. Also, she will not be paying for those ten controllers. Because the controllers were specially made for the manufacturer’s specific needs, you don’t see how you can sell them to anyone else. With that in mind, you want to know what your options are in terms of being paid by the manufacturer for all twenty controllers. In these circumstances, you may well turn to the UCC, and more specifically Article 2 on the sale of goods.

what the Uniform Commercial Code is and how it can assist you in solving the above circumstance. What solutions do you reach using it? Would the answer likely be different if you used the common law of contracts?

Explanation / Answer

Uniform commercial code is the law which regulates the sale of goods, personal property and other business transactions. As per the case the seller has performed his obligation of dispatching the goods on time. The UCC under article 2 on the sale of goods law gives the right to aggrieved seller recover damages for non-acceptance since it is given that the goods are customized according to the manufacturer and could not be resold to anybody else. The measure of damages for non acceptance is the difference between the market price at the time of placing the order and the unpaid price with any other damages due to non acceptance. But if this difference is not adequate to put the seller in such good condition as the performance of contract or acceptance of goods would have done then he could recover his profit which he could make from full performance by the buyer. In case of common law of contracts there cannot be any counteroffer made as told by the seller to accept only ten out of twenty controllers, it does not constitute as acceptance and would lead to cancellation of the entire contract.

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