• Current through October 23, 2012

The buyer on notifying the seller of 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.

(Dec. 30, 1963, 77 Stat. 668, Pub. L. 88-243, § 1.)



Prior Uniform Statutory Provision

See Section 69(1)(a), Uniform Sales Act.


1. This section permits the buyer to deduct from the price damages resulting from any breach by the seller and does not limit the relief to cases of breach of warranty as did the prior uniform statutory provision. To bring this provision into application the breach involved must be of the same contract under which the price in question is claimed to have been earned.

2. The buyer, however, must give notice of his intention to withhold all or part of the price if he wishes to avoid a default within the meaning of the section on insecurity and right to assurances. In conformity with the general policies of this Article, no formality of notice is required and any language which reasonably indicates the buyer's reason for holding up his payment is sufficient.

Cross Reference

Point 2: Section 2-609.

Definitional Cross References

"Buyer". Section 2-103.

"Notifies". Section 1-201.

Prior Codifications

1981 Ed., § 28:2-717.

1973 Ed., § 28:2-717.