reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.605 - Waiver of buyer’s objections by failure to particularize.

672.605 Waiver of buyer’s objections by failure to particularize.—
(1) The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach:
(a) Where the seller could have cured it if stated seasonably; or
(b) Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.
(2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.
History.—s. 1, ch. 65-254; s. 590, ch. 97-102; s. 14, ch. 2010-131.
Note.—s. 2-605, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.606 - What constitutes acceptance of goods.

672.606 What constitutes acceptance of goods.—
(1) Acceptance of goods occurs when the buyer:
(a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; or
(b) Fails to make an effective rejection (s. 672.602(1)), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or
(c) Does any act inconsistent with the seller’s ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by her or him.
(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.
History.—s. 1, ch. 65-254; s. 591, ch. 97-102.
Note.—s. 2-606, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.607 - Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.

672.607 Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.—
(1) The buyer must pay at the contract rate for any goods accepted.
(2) Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this chapter for nonconformity.
(3) Where a tender has been accepted:
(a) The buyer must within a reasonable time after he or she discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and
(b) If the claim is one for infringement or the like (s. 672.312(3)) and the buyer is sued as a result of such a breach he or she must so notify the seller within a reasonable time after he or she receives notice of the litigation or be barred from any remedy over for liability established by the litigation.
(4) The burden is on the buyer to establish any breach with respect to the goods accepted.
(5) Where the buyer is sued for breach of a warranty or other obligation for which his or her seller is answerable over:
(a) The buyer may give his or her seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so he or she will be bound in any action against him or her by his or her buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend he or she is so bound.
(b) If the claim is one for infringement or the like (s. 672.312(3)) the original seller may demand in writing that his or her buyer turn over to him or her control of the litigation including settlement or else be barred from any remedy over and if he or she also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.
(6) The provisions of subsections (3), (4) and (5) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (s. 672.312(3)).
History.—s. 1, ch. 65-254; s. 592, ch. 97-102.
Note.—s. 2-607, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.608 - Revocation of acceptance in whole or in part.

672.608 Revocation of acceptance in whole or in part.—
(1) The buyer may revoke her or his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to her or him if she or he has accepted it:
(a) On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or
(b) Without discovery of such nonconformity if her or his acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assurances.
(2) Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.
(3) A buyer who so revokes has the same rights and duties with regard to the goods involved as if she or he had rejected them.
History.—s. 1, ch. 65-254; s. 593, ch. 97-102.
Note.—s. 2-608, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.609 - Right to adequate assurance of performance.

672.609 Right to adequate assurance of performance.—
(1) A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he or she receives such assurance may if commercially reasonable suspend any performance for which he or she has not already received the agreed return.
(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.
(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.
(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding 30 days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
History.—s. 1, ch. 65-254; s. 594, ch. 97-102.
Note.—s. 2-609, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.610 - Anticipatory repudiation.

672.610 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:
(1) For a commercially reasonable time await performance by the repudiating party; or
(2) Resort to any remedy for breach (s. 672.703 or s. 672.711), even though the aggrieved party has notified the repudiating party that she or he would await the latter’s performance and has urged retraction; and
(3) In either case suspend her or 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 (s. 672.704).
History.—s. 1, ch. 65-254; s. 595, ch. 97-102.
Note.—s. 2-610, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.611 - Retraction of anticipatory repudiation.

672.611 Retraction of anticipatory repudiation.—
(1) Until the repudiating party’s next performance is due he or she can retract his or her repudiation unless the aggrieved party has since the repudiation canceled or materially changed position or otherwise indicated that he or she considers the repudiation final.
(2) 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 (s. 672.609).
(3) 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.
History.—s. 1, ch. 65-254; s. 596, ch. 97-102.
Note.—s. 2-611, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.612 - “Installment contract”; breach.

672.612 “Installment contract”; breach.—
(1) 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.
(2) 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.
(3) Whenever nonconformity or default with respect to one 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 she or he accepts a nonconforming installment without seasonably notifying of cancellation or if she or he brings an action with respect only to past installments or demands performance as to future installments.
History.—s. 1, ch. 65-254; s. 597, ch. 97-102.
Note.—s. 2-612, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.613 - Casualty to identified goods.

672.613 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 (s. 672.324) then:
(1) If the loss is total the contract is avoided; and
(2) 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 or her 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.
History.—s. 1, ch. 65-254; s. 598, ch. 97-102.
Note.—s. 2-613, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.614 - Substituted performance.

672.614 Substituted performance.—
(1) 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.
(2) 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-614, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.615 - Excuse by failure of presupposed conditions.

672.615 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:
(1) Delay in delivery or nondelivery in whole or in part by a seller who complies with subsections (2) and (3) is not a breach of her or 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.
(2) Where the causes mentioned in subsection (1) affect only a part of the seller’s capacity to perform, the seller must allocate production and deliveries among her or his customers but may at her or his option include regular customers not then under contract as well as the seller’s own requirements for further manufacture. The seller may so allocate in any manner which is fair and reasonable.
(3) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under subsection (2), of the estimated quota thus made available for the buyer.
History.—s. 1, ch. 65-254; s. 599, ch. 97-102.
Note.—s. 2-615, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VI - Breach, Repudiation, and Excuse (Ss. 672.601-672.616) › 672.616 - Procedure on notice claiming excuse.

672.616 Procedure on notice claiming excuse.—
(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he or she 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 (s. 672.612), then also as to the whole:
(a) Terminate and thereby discharge any unexecuted portion of the contract; or
(b) Modify the contract by agreeing to take his or her available quota in substitution.
(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding 30 days the contract lapses with respect to any deliveries affected.
(3) The provisions of this section may not be negated by agreement except in so far as the seller has assumed a greater obligation under the preceding section.
History.—s. 1, ch. 65-254; s. 600, ch. 97-102.
Note.—s. 2-616, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.701 - Remedies for breach of collateral contracts not impaired.

672.701 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-701, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.702 - Seller’s remedies on discovery of buyer’s insolvency.

672.702 Seller’s remedies on discovery of buyer’s insolvency.—
(1) Where the seller discovers the buyer to be insolvent the seller may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this chapter (s. 672.705).
(2) Where the seller discovers that the buyer has received goods on credit while insolvent the seller may reclaim the goods upon demand made within 10 days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within 3 months before delivery the 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.
(3) 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 under this chapter (s. 672.403). Successful reclamation of goods excludes all other remedies with respect to them.
History.—s. 1, ch. 65-254; s. 4, ch. 79-398; s. 601, ch. 97-102.
Note.—s. 2-702, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.703 - Seller’s remedies in general.

672.703 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 (s. 672.612), then also with respect to the whole undelivered balance, the aggrieved seller may:
(1) Withhold delivery of such goods;
(2) Stop delivery by any bailee as hereafter provided (s. 672.705);
(3) Proceed under the next section respecting goods still unidentified to the contract;
(4) Resell and recover damages as hereafter provided (s. 672.706);
(5) Recover damages for nonacceptance (s. 672.708) or in a proper case the price (s. 672.709);
(6) Cancel.
History.—s. 1, ch. 65-254.
Note.—s. 2-703, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.704 - Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.

672.704 Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.—
(1) An aggrieved seller under the preceding section may:
(a) Identify to the contract conforming goods not already identified if at the time the seller learned of the breach they are in her or his possession or control;
(b) Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2) 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.
History.—s. 1, ch. 65-254; s. 602, ch. 97-102.
Note.—s. 2-704, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.705 - Seller’s stoppage of delivery in transit or otherwise.

672.705 Seller’s stoppage of delivery in transit or otherwise.—
(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he or she discovers the buyer to be insolvent (s. 672.702) 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.
(2) As against such buyer the seller may stop delivery until:
(a) Receipt of the goods by the buyer; or
(b) Acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
(c) Such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or
(d) Negotiation to the buyer of any negotiable document of title covering the goods.
(3)(a) To stop delivery the seller shall so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(b) After such notification the bailee shall 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.
(c) 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.
(d) 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.
History.—s. 1, ch. 65-254; s. 603, ch. 97-102; s. 15, ch. 2010-131.
Note.—s. 2-705, U.C.C.; supersedes s. 678.51.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.706 - Seller’s resale including contract for resale.

672.706 Seller’s resale including contract for resale.—
(1) Under the conditions stated in s. 672.703 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 (s. 672.710), but less expenses saved in consequence of the buyer’s breach.
(2) 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.
(3) Where the resale is at private sale the seller must give the buyer reasonable notification of her or his intention to resell.
(4) Where the resale is at public sale:
(a) 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
(b) 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
(c) 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
(d) The seller may buy.
(5) 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 or more of the requirements of this section.
(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (s. 672.707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of her or his security interest, as hereinafter defined (s. 672.711(3)).
History.—s. 1, ch. 65-254; s. 604, ch. 97-102.
Note.—s. 2-706, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.707 - “Person in the position of a seller.”

672.707 “Person in the position of a seller.”—
(1) 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 or her principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this chapter withhold or stop delivery (s. 672.705) and resell (s. 672.706) and recover incidental damages (s. 672.710).
History.—s. 1, ch. 65-254; s. 605, ch. 97-102.
Note.—s. 2-707, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.708 - Seller’s damages for nonacceptance or repudiation.

672.708 Seller’s damages for nonacceptance or repudiation.—
(1) Subject to subsection (2) and to the provisions of this chapter with respect to proof of market price (s. 672.723), 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 (s. 672.710), but less expenses saved in consequence of the buyer’s breach.
(2) 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 (s. 672.710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
History.—s. 1, ch. 65-254.
Note.—s. 2-708, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.709 - Action for the price.

672.709 Action for the price.—
(1) 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.
(2) Where the seller sues for the price she or he must hold for the buyer any goods which have been identified to the contract and are still in her or his control except that if resale becomes possible the seller 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 her or him to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (s. 672.610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.
History.—s. 1, ch. 65-254; s. 606, ch. 97-102.
Note.—s. 2-709, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.710 - Seller’s incidental damages.

672.710 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-710, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.711 - Buyer’s remedies in general; buyer’s security interest in rejected goods.

672.711 Buyer’s remedies in general; buyer’s security interest in rejected goods.—
(1) 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 (s. 672.612), the buyer may cancel and whether or not he or she has done so may in addition to recovering so much of the price as has been paid:
(a) “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
(b) Recover damages for nondelivery as provided in this chapter (s. 672.713).
(2) Where the seller fails to deliver or repudiates the buyer may also:
(a) If the goods have been identified recover them as provided in this chapter (s. 672.502); or
(b) In a proper case obtain specific performance or replevy the goods as provided in this chapter (s. 672.716).
(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his or her 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 (s. 672.706).
History.—s. 1, ch. 65-254; s. 607, ch. 97-102.
Note.—s. 2-711, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.712 - “Cover”; buyer’s procurement of substitute goods.

672.712 “Cover”; buyer’s procurement of substitute goods.—
(1) 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.
(2) 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 (s. 672.715), but less expenses saved in consequence of the seller’s breach.
(3) Failure of the buyer to effect cover within this section does not bar her or him from any other remedy.
History.—s. 1, ch. 65-254; s. 608, ch. 97-102.
Note.—s. 2-712, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.713 - Buyer’s damages for nondelivery or repudiation.

672.713 Buyer’s damages for nondelivery or repudiation.—
(1) Subject to the provisions of this chapter with respect to proof of market price (s. 672.723), 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 (s. 672.715), but less expenses saved in consequence of the seller’s breach.
(2) 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.
History.—s. 1, ch. 65-254.
Note.—s. 2-713, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.714 - Buyer’s damages for breach in regard to accepted goods.

672.714 Buyer’s damages for breach in regard to accepted goods.—
(1) Where the buyer has accepted goods and given notification (s. 672.607(3)) he or she 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.
(2) 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.
(3) In a proper case any incidental and consequential damages under the next section may also be recovered.
History.—s. 1, ch. 65-254; s. 609, ch. 97-102.
Note.—s. 2-714, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.715 - Buyer’s incidental and consequential damages.

672.715 Buyer’s incidental and consequential damages.—
(1) 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.
(2) Consequential damages resulting from the seller’s breach include:
(a) 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
(b) Injury to person or property proximately resulting from any breach of warranty.
History.—s. 1, ch. 65-254.
Note.—s. 2-715, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.716 - Buyer’s right to specific performance or replevin.

672.716 Buyer’s right to specific performance or replevin.—
(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) 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.
(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort she or 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 then repudiated or failed to deliver.
History.—s. 1, ch. 65-254; s. 610, ch. 97-102; s. 15, ch. 2001-198.
Note.—s. 2-716, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.717 - Deduction of damages from the price.

672.717 Deduction of damages from the price.—The buyer on notifying the seller of her or his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
History.—s. 1, ch. 65-254; s. 611, ch. 97-102.
Note.—s. 2-717, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.718 - Liquidation or limitation of damages; deposits.

672.718 Liquidation or limitation of damages; deposits.—
(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of his or her payments exceeds:
(a) The amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection (1), or
(b) In the absence of such terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3) The buyer’s right to restitution under subsection (2) is subject to offset to the extent that the seller establishes:
(a) A right to recover damages under the provisions of this chapter other than subsection (1), and
(b) The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2); but if the seller has notice of the buyer’s breach before reselling goods received in part performance, his or her resale is subject to the conditions laid down in this chapter on resale by an aggrieved seller (s. 672.706).
History.—s. 1, ch. 65-254; s. 612, ch. 97-102.
Note.—s. 2-718, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.719 - Contractual modification or limitation of remedy.

672.719 Contractual modification or limitation of remedy.—
(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages:
(a) The agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(b) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this code.
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
History.—s. 1, ch. 65-254.
Note.—s. 2-719, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.720 - Effect of “cancellation” or “rescission” on claims for antecedent breach.

672.720 Effect of “cancellation” or “rescission” on claims for antecedent breach.—Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
History.—s. 1, ch. 65-254.
Note.—s. 2-720, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.721 - Remedies for fraud.

672.721 Remedies for fraud.—Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
History.—s. 1, ch. 65-254.
Note.—s. 2-721, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.722 - Who can sue third parties for injury to goods.

672.722 Who can sue third parties for injury to goods.—Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:
(1) A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(2) If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, her or his suit or settlement is, subject to her or his own interest, as a fiduciary for the other party to the contact;
(3) Either party may with the consent of the other sue for the benefit of whom it may concern.
History.—s. 1, ch. 65-254; s. 613, ch. 97-102.
Note.—s. 2-722, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.723 - Proof of market price; time and place.

672.723 Proof of market price; time and place.—
(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (s. 672.708 or s. 672.713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2) If evidence of a price prevailing at the times or places described in this chapter is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
(3) Evidence of a relevant price prevailing at a time or place other than the one described in this chapter offered by one party is not admissible unless and until he or she has given the other party such notice as the court finds sufficient to prevent unfair surprise.
History.—s. 1, ch. 65-254; s. 614, ch. 97-102.
Note.—s. 2-723, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 672 - Uniform Commercial Code: Sales › Part VII - Remedies (Ss. 672.701-672.724) › 672.724 - Admissibility of market quotations.

672.724 Admissibility of market quotations.—Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
History.—s. 1, ch. 65-254.
Note.—s. 2-724, U.C.C.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 673 - Uniform Commercial Code: Negotiable Instruments › Part I - General Provisions and Definitions (Ss. 673.1011-673.1191) › 673.1011 - Short title.

673.1011 Short title.—This chapter may be cited as the “Uniform Commercial Code—Negotiable Instruments.”
History.—s. 2, ch. 92-82.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 673 - Uniform Commercial Code: Negotiable Instruments › Part I - General Provisions and Definitions (Ss. 673.1011-673.1191) › 673.1021 - Subject matter.

673.1021 Subject matter.—
(1) This chapter applies to negotiable instruments. It does not apply to money, to payment orders governed by chapter 670, or to securities governed by chapter 678.
(2) If there is conflict between this chapter and chapter 674 or chapter 679, chapters 674 and 679 govern.
(3) Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve banks supersede any inconsistent provision of this chapter to the extent of the inconsistency.
History.—s. 2, ch. 92-82.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 673 - Uniform Commercial Code: Negotiable Instruments › Part I - General Provisions and Definitions (Ss. 673.1011-673.1191) › 673.1041 - Negotiable instrument.

673.1041 Negotiable instrument.—
(1) Except as provided in subsections (3), (4), and (11), the term “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it:
(a) Is payable to bearer or to order at the time it is issued or first comes into possession of a holder;
(b) Is payable on demand or at a definite time; and
(c) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain:
1. An undertaking or power to give, maintain, or protect collateral to secure payment;
2. An authorization or power to the holder to confess judgment or realize on or dispose of collateral; or
3. A waiver of the benefit of any law intended for the advantage or protection of an obligor.
(2) The term “instrument” means a negotiable instrument.
(3) An order that meets all requirements of subsection (1), except paragraph (a), and otherwise falls within the definition of “check” in subsection (6) is a negotiable instrument and a check.
(4) A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this chapter.
(5) An instrument is a “note” if it is a promise and is a “draft” if it is an order. If an instrument falls within the definition of both “note” and “draft,” a person entitled to enforce the instrument may treat it as either.
(6) The term “check” means a draft, other than a documentary draft, payable on demand and drawn on a bank or a cashier’s check or teller’s check. An instrument may be a check even though it is described on its face by another term, such as “money order.”
(7) The term “cashier’s check” means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.
(8) The term “teller’s check” means a draft drawn by a bank:
(a) On another bank; or
(b) Payable at or through a bank.
(9) The term “traveler’s check” means an instrument that:
(a) Is payable on demand;
(b) Is drawn on or payable at or through a bank;
(c) Is designated by the term “traveler’s check” or by a substantially similar term; and
(d) Requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.
(10) The term “certificate of deposit” means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.
(11) A warrant of this state is not a negotiable instrument governed by this chapter.
History.—s. 2, ch. 92-82.
2023 Florida Statutes › Title XXXIX - Commercial Relations › Chapter 673 - Uniform Commercial Code: Negotiable Instruments › Part I - General Provisions and Definitions (Ss. 673.1011-673.1191) › 673.1051 - Issue of instrument.

673.1051 Issue of instrument.—
(1) The term “issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.
(2) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
(3) The term “issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.
History.—s. 2, ch. 92-82.