Interested in training for your team? Click here to learn more

UCC Breach of Contract Remedies for Sellers and Buyers: Recent Cases, Best Practices for Mitigating Damages

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, April 11, 2023

Recorded event now available

or call 1-800-926-7926

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.


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.



  1. Breadth of Article 2
    1. Contract formation
    2. Statue of frauds
    3. Modification and waiver
    4. Unconscionability
    5. Warranties
    6. Title and good faith
  2. Breach of contract and recent cases
    1. Repudiation, rejection, acceptance, revocation
  3. Remedies for sellers and buyers and other key concerns
  4. 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?


Arora, Harsh
Harsh Arora

Nelson Mullins Riley & Scarborough

Mr. Arora concentrates in the areas of domestic and international corporate transactions and related business dispute...  |  Read More

Miller, Vanessa
Vanessa L. Miller

Foley & Lardner

Ms. Miller’s practice focuses on general manufacturing breach of contract and warranty disputes, automotive...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video