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44. How much, if anything, is the distributor entitled to collect from the grocer?
A produce distributor contracted to provide a grocer with eight crates of lettuce at the distributor's listed price. The distributor's shipping clerk mistakenly shipped only seven crates to the grocer. The grocer accepted delivery of the seven crates but immediately notified the distributor that the delivery did not conform to the contract. The distributor's listed price for seven crates of lettuce was 7/8 of its listed price for eight crates. The distributor shipped no more lettuce to the grocer, and the grocer has not yet paid for any of the lettuce.
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If a buyer accepts a shipment of non-conforming goods, the seller may bring an action to recover the contract price of the goods. UCC § 2-709(a). However, the seller's reward will be reduced by any reasonable losses that resulted from the seller's breach. UCC § 2-714(1).
C is correct. The distributor's shipment of non-conforming goods was a breach of the contract with the grocer, although the grocer's acceptance of the non-conforming goods (the seven crates of lettuce instead of eight) allows the distributor to recover the listed price for those seven crates. The UCC allows a seller to recover the contract price for goods accepted by a buyer, even if non-conforming, minus any damages the buyer incurred due to the breach. In other words, a buyer who chooses to accept non-conforming goods is obligated to pay the seller the contract price of those goods. Here, the grocer's acceptance of the seven crates imposed an obligation on the grocer to pay for those delivered crates, less any damages incurred due to the non-conforming shipment.
A is incorrect. The distributor's non-conforming shipment of seven crates instead of the promised eight constituted both an acceptance and breach of the contract. With respect to a non-conforming tender, UCC § 2-601 allows a buyer to accept the whole, reject the whole, or partially accept or reject commercial units. A buyer who accepts a tender of goods, whether conforming or non-conforming, becomes obligated to pay the seller the contract price of the goods. Accordingly, the grocer's acceptance of the non-conforming shipment obligated the grocer to pay the distributor's listed price for the seven crates, reduced by any damages for losses resulting from the non-conforming shipment.
B is incorrect. A buyer who accepts non-conforming goods is obligated to pay the contract price, not the reasonable value of the goods, minus any damages incurred due to the breach. Accordingly, the grocer's acceptance of the shipment obligated the grocer to pay the distributor's listed price for, rather than the reasonable value of, the seven crates of lettuce. The price paid by the grocer will be reduced by any damages for losses resulting from the non-conforming shipment.
D is incorrect. This answer is only partially correct. Although the grocer is obligated to pay the listed contractual price for the seven crates of lettuce, this will be reduced by any damages for losses resulting from the non-conforming shipment.