Legal Memorandum: Recovery of the Price of Goods in MN

Issue: Under Article 2 of the UCC, how may a seller of goods who is not paid proceed on an action for the price?

Area of Law: Business Organizations & Contracts, UCC & Secured Transactions
Keywords: An action for the price of goods; Seller of goods
Jurisdiction: Federal, Minnesota
Cited Cases: None
Cited Statutes: Article 2 of the Uniform Commercial Code, § 2-709, 2-706; Minn. Stat. § 336.2-709, § 336.2-709(1)
Date: 06/01/2009

Under Article 2 of the Uniform Commercial Code, § 2-709 (Minn. Stat. § 336.2-709) provides for the recovery of the price of goods when the buyer fails to pay for them as payments become due:

When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price


(a)    of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and


(b)   of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.

Minn. Stat. § 336.2-709(1) (2008).  Note that the seller may recover under this section not only for goods already delivered to the buyer, but also for goods “identified to the contract,” if the seller cannot find another buyer for those goods at a reasonable price.  Id. § 336.2-709(1)(b). 

When the seller elects to sue for the price under this statute, the seller must hold for the buyer any goods still in its control that have been identified to the contract, except that if resale becomes possible, the seller may resell them at any time prior to the collection of the judgment. […]

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