Also known as: aggrieved sellers · aggrieved party seller
Written by attorneys · grounded in primary & secondary sources — see below
A party to a contract for the sale of goods who may exercise specified remedies when the buyer wrongfully rejects goods, revokes acceptance, fails to pay when due, or repudiates the contract. The remedies include withholding or stopping delivery, reselling the goods, recovering damages for nonacceptance or the price, and canceling the contract.
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Alpine Mining contracted to sell specialized mining equipment to Anthony Arnold. After Arnold sent a letter stating he would not accept or pay for the remaining equipment, Alpine Mining withheld the undelivered items still in its warehouse. The withholding prevented further loss when the buyer had clearly repudiated future performance.
Aether Technologies sold custom software servers to Angela Acosta. When Acosta refused delivery and payment, Aether Technologies incurred storage fees and transportation charges to return the servers to its facility. These expenses arose directly from the buyer's breach and were recoverable as incidental damages.
Artemis Logistics delivered goods to Anita Ali, who rightfully revoked acceptance after discovering defects. Anita Ali held the goods under a security interest and resold them. The resale followed the same procedures an aggrieved seller would use when disposing of goods after a buyer's breach.
Avalon Pharmaceuticals manufactured specialized drug components for Anika Anand under a contract. After Anika Anand repudiated and refused the completed items, Avalon Pharmaceuticals recovered lost profits because the components had no ready resale market. The recovery placed the seller in the position it would have occupied had the buyer performed.
A seller becomes an aggrieved seller when the buyer wrongfully rejects goods, revokes acceptance, fails to pay when due, or repudiates the contract. The breach must affect goods directly involved or the whole undelivered balance if it goes to the entire contract.
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Incidental damages include any commercially reasonable charges incurred in stopping delivery, caring for goods after breach, returning goods, or reselling them. These costs compensate the seller for out-of-pocket expenses caused directly by the buyer's nonperformance.
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An aggrieved seller may recover the price when the buyer has accepted the goods or when the goods are lost or damaged after risk of loss has passed. Recovery of the price is also available when the goods are specially manufactured and have no reasonable resale market.
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The seller may proceed under the rules for unidentified goods by withholding performance, identifying goods if commercially reasonable, or reselling unfinished goods for scrap. The seller need not complete manufacture when doing so would increase loss.
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Yes. The seller's right to reclaim goods from an insolvent buyer is subject to the rights of a buyer in ordinary course or other good-faith purchaser. Successful reclamation also bars the seller from pursuing other remedies for those goods.
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