UCC Sect. 2-713: A Defense of Buyers' Expectancy Damages

Abstract

It has been suggested that section 2-713 of the Uniform Commercial Code [hereinafter referred to as UCC; further section references are to UCC sections unless otherwise specified] should not have been enacted and should be repealed. Although this centerpiece in the setting of buyers' remedies has been enacted in unchanged form in all UCC jurisdictions, it has been attacked by legal scholars as being an historical anomaly and contributing to hopeless confusion.

This Article will examine section 2-713 and its official comments, along with companion sections of the UCC. It will then present the difficulties that have arisen in the application of section 2-713, and examine whether its provisions can be defended in light of modem economic theory. Hypothetical examples will first be used to demonstrate the economic effects of UCC application to possible fact patterns. Recent cases will then be surveyed to see how courts have been swayed by legal literature concerning section 2-713, and whether the courts' decisions are in conformity with either recent economic analysis or the underlying policy of the UCC.

Keywords: UCC, Uniform Commercial Code, 2-713, buyer's remedies, economic theory, fact patterns, courts, legal literature, economic analysis, proof of market price, damages, non-delivery, consequential damages, anticipatory repudiation, legislative history, games theory

JEL Classification: K12, K13, K29, K39