## Facts

- Cooper contracted to buy 1,430 bales of cotton from Clute for delivery on February 26, 1916, at 10 7/8 cents per pound.
- Clute failed to deliver and instead sold the cotton to a third party at a higher price (about 11.03 cents per pound).
- At the time and place set for delivery, the market value of cotton was 10 7/8 cents per pound, the same as the contract price.
- Cooper sued for breach and sought damages measured by the difference between the contract price and Clute’s higher resale price.

## Issues

1. When a seller wrongfully fails to deliver goods, and market value at the time and place of delivery equals the contract price, may the buyer recover the seller’s resale gain as contract damages?

## Decision

- The Supreme Court of North Carolina affirmed the judgment for Clute, allowing at most nominal damages to Cooper.
- The court held Cooper could not recover Clute’s profit from the resale.
- Because market value at the time and place of delivery equaled the contract price, Cooper proved no compensable loss beyond nominal damages.

## Legal Principles

- For a seller’s non-delivery, the usual measure of damages is the difference between the market value at the time and place set for delivery and the contract price, plus properly proved special damages.
- If market value equals the contract price at the time and place of delivery, the buyer has no expectation loss and is limited to nominal damages for the breach.
- Contract damages are compensatory and generally do not award the breaching party’s resale profit absent a separate basis for such recovery.

## Conclusion

The court held that a buyer is not entitled to a seller’s profitable resale proceeds as damages for non-delivery when the buyer could have covered at the same market price; without a market-price differential or other proven loss, the buyer’s recovery is limited to nominal damages.


Cooper v. Clute, 174 N.C. 366, 93 S.E. 915 (N.C. 1917)