## Facts

- A buyer contracted with a sports-car dealer to purchase a rare 1965 DB5 Aston-Martin convertible for $40,000 and paid a $5,000 deposit.
- The dealer failed to deliver the car, asserting he could not obtain title from an upstream wholesaler because the title had been misplaced.
- The dealer attempted to return the deposit while stating he would continue trying to resolve the title problem; the buyer continued to seek performance.
- The buyer, through counsel, treated the contract as breached in December 1987.
- Evidence supported that the car’s market value around the time the buyer learned of the repudiation was about $60,000; the dealer later resold the car for about $225,000.
- The case was tried with a jury deciding the legal contract claim and the court deciding equitable relief; the jury returned an advisory finding that the car was “unique.”
- The jury found for the buyer on breach and awarded $20,000 under UCC § 2-713 (market price at breach minus contract price).
- Post-trial, the buyer sought an equitable award styled as “monetary specific performance” under UCC § 2-716—effectively a constructive trust over the dealer’s resale proceeds—while the dealer moved to set aside the jury’s verdict.

## Issues

1. Whether the jury’s verdict for breach and $20,000 market-damages award under UCC § 2-713 should be set aside.
2. Whether, given the car’s uniqueness, the buyer was entitled under UCC § 2-716 to “monetary specific performance” measured by the dealer’s later resale proceeds rather than being limited to UCC § 2-713 expectation damages.

## Decision

- The court denied the dealer’s motion to set aside the jury verdict and left the $20,000 UCC § 2-713 award intact.
- The court denied the buyer’s request for “monetary specific performance” under UCC § 2-716 and declined to impose a constructive trust over resale proceeds.
- The court accepted that the vehicle was factually unique, but held that uniqueness alone did not justify an equitable award keyed to the later resale price.

## Legal Principles

- UCC § 2-713 measures buyer’s damages for nondelivery/repudiation by the market price at the time the buyer learned of the breach minus the contract price, supported by competent proof of market value.
- A seller’s inability to secure title paperwork from an upstream source generally does not excuse performance as commercial impracticability where the seller assumed the risk of its supply arrangements.
- UCC § 2-716 permits specific performance for unique goods “or in other proper circumstances,” but the remedy remains equitable and depends on the balance of equities.
- Even where goods are unique, equity may deny a monetary substitute for specific performance when the requested award would operate as a windfall (e.g., capturing speculative, volatile post-breach price increases or the seller’s entire resale profit).
- A buyer’s conduct and timing—such as delay in seeking specific performance and obtaining substitute goods—may weigh against extraordinary equitable relief beyond standard contract damages.

## Conclusion

The court upheld the buyer’s UCC § 2-713 market damages based on the value at repudiation and refused to convert UCC § 2-716 into an equitable mechanism for transferring the seller’s later resale proceeds, holding that uniqueness did not warrant a constructive-trust-style recovery exceeding expectation damages.


Bander v. Grossman, 161 Misc. 2d 119, 611 N.Y.S.2d 985 (Sup. Ct. N.Y. Cnty. 1994)