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Current through October 23, 2012
(1) The remedies provided by this subtitle shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special nor penal damages may be had except as specifically provided in this subtitle or by other rule of law.
(2) Any right or obligation declared by this subtitle is enforceable by action unless the provision declaring it specifies a different and limited effect.
(Dec. 30, 1963, 77 Stat. 632, Pub. L. 88-243, § 1.)
HISTORICAL AND STATUTORY NOTES
UNIFORM COMMERCIAL CODE COMMENT
Prior Uniform Statutory Provision
Subsection (1)--none; Subsection (2)-- Section 72, Uniform Sales Act.Changes
Reworded.Purposes of Changes and New Matter
Subsection (1) is intended to effect three things:
1. First, to negate the unduly narrow or technical interpretation of some remedial provisions of prior legislation by providing that the remedies in this Act are to be liberally administered to the end stated in the section. Second, to make it clear that compensatory damages are limited to compensation. They do not include consequential or special damages, or penal damages; and the Act elsewhere makes it clear that damages must be minimized. Cf. Sections 1- 203, 2-706(1), and 2-712(2). The third purpose of subsection (1) is to reject any doctrine that damages must be calculable with mathematical accuracy. Compensatory damages are often at best approximate: they have to be proved with whatever definiteness and accuracy the facts permit, but no more. Cf. Section 2-204(3).
2. Under subsection (2) any right or obligation described in this Act is enforceable by court action, even though no remedy may be expressly provided, unless a particular provision specifies a different and limited effect. Whether specific performance or other equitable relief is available is determined not by this section but by specific provisions and by supplementary principles. Cf. Sections 1-103, 2-716.
3. "Consequential" or "special" damages and "penal" damages are not defined in terms in the Code, but are used in the sense given them by the leading cases on the subject.
Cross References
Sections 1-103, 1-203, 2-204(3), 2-701, 2- 706(1), 2-712(2) and 2-716.Definitional Cross References
"Action". Section 1-201.
"Aggrieved party". Section 1-201.
"Party". Section 1-201.
"Remedy". Section 1-201.
"Rights". Section 1-201.
Prior Codifications
1981 Ed., § 28:1-106.
1973 Ed., § 28:1-106.
