UCC Breach of Contract Remedies for Sellers and Buyers: Recent Cases, Best Practices for Mitigating Damages
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Tuesday, April 11, 2023
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE webinar will brief business counsel on the scope of Article 2 under the UCC, recent breach of contract cases, and specified remedies for sellers and buyers provided under the UCC. The panel will also highlight best practices for documenting important factors involving the breach, compliance issues such as notice and cure requirements, and other risk mitigation strategies.
Mr. Arora concentrates in the areas of domestic and international corporate transactions and related business dispute resolution. He counsels public and privately held companies as a boardroom advisor and a courtroom advocate in high-stakes corporate matters. Mr. Arora serves as general counsel for businesses with a prominent national or international presence. His general counsel practice focuses on preventative counseling and business structuring. Mr. Arora advises clients on mergers, acquisitions, conversions, and domestications. He has handled a wide range of business closings, negotiations, trademark registrations, corporate governance, industry-focused due diligence for regulatory aspects of proposed deals, and business tax matters in connection with audits by tax authorities. Mr. Arora also assists clients with dispute resolution relating to corporate transactions through business litigation, arbitrations, and mediations. He handles complex cases such as parallel civil and administrative proceedings, multidistrict actions, and bet-the-company litigation.
Ms. Miller is a litigation partner with Foley & Lardner LLP and Chair of the firm’s national Automotive Team, as well as on the advisory committee of the firm’s Manufacturing Sector. She served as a former chair of the Detroit office’s Litigation Department. Ms. Miller's practice focuses on a wide array of supply chain disputes, including breach of contract and warranty claims, automotive supply chain issues and maintaining continuity of supply, defending manufacturers against class actions, trade secret misappropriation claims and business torts. Recognized as a nationally ranked top lawyer by Chambers for Transportation: Road (Automotive) for the past two years, showcasing her deep expertise and leadership in the field. Ms. Miller has successfully managed, litigated and tried cases in state and federal courts, as well as handled appellate proceedings. She has significant experience handling complex international arbitrations in various venues, including the Court of Arbitration of the International Chamber of Commerce (ICC), the American Arbitration Association (AAA), the Judicial Arbitration and Mediation Services Inc. (JAMS) and the Singapore International Arbitration Centre (SIAC). Ms. Miller also has represented clients in commercial mediations, resulting in early resolution of legal disputes and creative business solutions for parties continuing to do business together.
Article 2 of the UCC governs the purchase and sale of goods such as equipment, tools, and products and shipments between merchants and other parties. Contracts subject to the UCC must comply with its provisions to be enforceable. The UCC specifies remedies for breach of contract that differ from the remedies for common law contracts. In mixed-sales transactions, or those involving goods and services, courts frequently apply a predominant purpose test. Article 2 applies if the transaction is primarily for the sale of goods but not if the transaction is primarily for the provision of services.
The UCC rules outlining contract formation are not as strict as common law. Article 2 permits the enforceability of a clause prohibiting subsequent oral modification of the contract, potential waiver of the clause, and the ability to withdraw any waiver upon reasonable notification. Unconscionability is also recognized under Article 2. In general, privity of contract is required to bring a successful breach of contract action, but in the context of warranties, traditional notions of privity are sometimes relaxed. Article 2 also provides for when title passes and the element of good faith in a transaction.
If either party breaches the contract, the aggrieved party has several options. A seller can withhold delivery of goods, cancel, and pursue resale and recovery of losses. Sellers are also entitled to incidental damages but not consequential damages. A buyer may recover payments made to the seller or make reasonable, good faith purchases of substitute goods. Buyers' damages may include both incidental and consequential damages and potentially specific performance in the case of unique goods.
Listen as our distinguished panel provides business attorneys with an analysis of Article 2's important sections, breach of contract issues and recent cases, remedies for aggrieved parties, and best practices for minimizing risks and damages.
- Breadth of Article 2
- Contract formation
- Statue of frauds
- Modification and waiver
- Unconscionability
- Warranties
- Title and good faith
- Breach of contract and recent cases
- Repudiation, rejection, acceptance, revocation
- Remedies for sellers and buyers and other key concerns
- Best practices for avoiding breaches and litigation
The panel will discuss these and other important issues:
- What steps should counsel take for their clients to ensure compliance with Article 2 requirements?
- What are the critical factors for counsel to consider when advising their clients which remedies and damages to pursue under the UCC upon a breach of contract?
- What are best practices for contract negotiations and drafting to avoid future breaches and litigation?
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