reglab/housing_qa huggingface dataset:
TN Code § 47-2-610 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 6 - Breach, Repudiation and Excuse|§ 47-2-610. Anticipatory Repudiation

 When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may:   for a commercially reasonable time await performance by the repudiating party; or   resort to any remedy for breach (§ 47-2-703 or § 47-2-711), even though he has notified the repudiating party that he would await the latter's performance and has urged retraction; and   in either case suspend his own performance or proceed in accordance with the provisions of this chapter on the seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (§ 47-2-704).
TN Code § 47-2-611 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 6 - Breach, Repudiation and Excuse|§ 47-2-611. Retraction of Anticipatory Repudiation

  Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers the repudiation final.   Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this chapter (§ 47-2-609).   Retraction reinstates the repudiating party's rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
TN Code § 47-2-612 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 6 - Breach, Repudiation and Excuse|§ 47-2-612. “Installment Contract” — Breach

  An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent.   The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection (3) and the seller gives adequate assurance of its cure the buyer must accept that installment.   Whenever nonconformity or default with respect to one (1) or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if he accepts a nonconforming installment without seasonably notifying of cancellation or if he brings an action with respect only to past installments or demands performance as to future installments.
TN Code § 47-2-613 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 6 - Breach, Repudiation and Excuse|§ 47-2-613. Casualty to Identified Goods

 Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (§ 47-2-324) then:   if the loss is total the contract is avoided; and   if the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.
TN Code § 47-2-614 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 6 - Breach, Repudiation and Excuse|§ 47-2-614. Substituted Performance

  Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted.   If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyer's obligation unless the regulation is discriminatory, oppressive or predatory.
TN Code § 47-2-615 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 6 - Breach, Repudiation and Excuse|§ 47-2-615. Excuse by Failure of Presupposed Conditions

 Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:   Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.   Where the causes mentioned in paragraph (a) affect only a part of the seller's capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.   The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.
TN Code § 47-2-616 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 6 - Breach, Repudiation and Excuse|§ 47-2-616. Procedure on Notice Claiming Excuse

  Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this chapter relating to breach of installment contracts (§ 47-2-612), then also as to the whole:    terminate and thereby discharge any unexecuted portion of the contract; or   modify the contract by agreeing to take his available quota in substitution.    If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty (30) days the contract lapses with respect to any deliveries affected.   The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under the preceding section.
TN Code § 47-2-701 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-701. Remedies for Breach of Collateral Contracts Not Impaired

 Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this chapter.
TN Code § 47-2-702 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-702. Seller's Remedies on Discovery of Buyer's Insolvency

  Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this chapter (§ 47-2-705).   Where the seller discovers that the buyer has received goods on credit while insolvent he may reclaim the goods upon demand made within ten (10) days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three (3) months before delivery the ten (10) day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer's fraudulent or innocent misrepresentation of solvency or of intent to pay.   The seller's right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor under this chapter (§ 47-2-403). Successful reclamation of goods excludes all other remedies with respect to them.
TN Code § 47-2-703 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-703. Seller's Remedies in General

 Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (§ 47-2-612), then also with respect to the whole undelivered balance, the aggrieved seller may:   withhold delivery of such goods;   stop delivery by any bailee as hereafter provided (§ 47-2-705);   proceed under the next section respecting goods still unidentified to the contract;   resell and recover damages as hereafter provided (§ 47-2-706);   recover damages for nonacceptance (§ 47-2-708) or in a proper case the price (§ 47-2-709);   cancel.
TN Code § 47-2-704 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-704. Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods

  An aggrieved seller under the preceding section may:    identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;   treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.    Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
TN Code § 47-2-705 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-705. Seller's Stoppage of Delivery in Transit or Otherwise

  The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (§ 47-2-702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.   As against such buyer the seller may stop delivery until:    receipt of the goods by the buyer; or   acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or   such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or   negotiation to the buyer of any negotiable document of title covering the goods.    (a)  To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.   After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.   If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.   A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
TN Code § 47-2-706 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-706. Seller's Resale Including Contract for Resale

  Under the conditions stated in § 47-2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this chapter (§ 47-2-710), but less expenses saved in consequence of the buyer's breach.   Except as otherwise provided in subsection (3) or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.   Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.   Where the resale is at public sale:    only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and   it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and   if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and   the seller may buy.    A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one (1) or more of the requirements of this section.   The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (§ 47-2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (§ 47-2-711(3)).
TN Code § 47-2-707 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-707. “Person in the Position of a Seller”

  A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.   A person in the position of a seller may as provided in this chapter withhold or stop delivery (§ 47-2-705) and resell (§ 47-2-706) and recover incidental damages (§ 47-2-710).
TN Code § 47-2-708 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-708. Seller's Damages for Nonacceptance or Repudiation

  Subject to subsection (2) and to the provisions of this chapter with respect to proof of market price (§ 47-2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this chapter (§ 47-2-710), but less expenses saved in consequence of the buyer's breach.   If the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this chapter (§ 47-2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
TN Code § 47-2-709 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-709. Action for the Price

  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:    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   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.    Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.   After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (§ 47-2-610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.
TN Code § 47-2-710 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-710. Seller's Incidental Damages

 Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
TN Code § 47-2-711 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-711. Buyer's Remedies in General — Buyer's Security Interest in Rejected Goods

  Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (§ 47-2-612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid:    cover and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or   recover damages for nondelivery as provided in this chapter (§ 47-2-713).    Where the seller fails to deliver or repudiates the buyer may also:   if the goods have been identified recover them as provided in this chapter (§ 47-2-502); or   in a proper case obtain specific performance or replevy the goods as provided in this chapter (§ 47-2-716).   On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (§ 47-2-706).
TN Code § 47-2-712 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-712. “Cover” — Buyer's Procurement of Substitute Goods

  After a breach within the preceding section the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.   The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (§ 47-2-715), but less expenses saved in consequence of the seller's breach.   Failure of the buyer to effect cover within this section does not bar him from any other remedy.
TN Code § 47-2-713 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-713. Buyer's Damages for Nondelivery or Repudiation

  Subject to the provisions of this chapter with respect to proof of market price (§ 47-2-723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this chapter (§ 47-2-715), but less expenses saved in consequence of the seller's breach.   Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
TN Code § 47-2-714 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-714. Buyer's Damages for Breach in Regard to Accepted Goods

  Where the buyer has accepted goods and given notification (§ 47-2-607(3)) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable.   The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.   In a proper case any incidental and consequential damages under the next section may also be recovered.
TN Code § 47-2-715 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-715. Buyer's Incidental and Consequential Damages

  Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.   Consequential damages resulting from the seller's breach include:    any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and   injury to person or property proximately resulting from any breach of warranty.
TN Code § 47-2-716 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 7 - Remedies|§ 47-2-716. Buyer's Right to Specific Performance or Replevin

  Specific performance may be decreed where the goods are unique or in other proper circumstances.   The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.   The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer's right of replevin vests upon acquisition of a special property, even if the seller had not been repudiated or failed to deliver.