## Facts

- Petersen Industries contracted to sell Florida Recycling Services a “Lightning Loader,” a truck-borne device for picking up and transporting large items.
- The contract price was \$35,000, reflecting manufacturing costs, custom modifications to mate the loader to the buyer’s truck, and the seller’s profit.
- Consistent with its standard practice, Petersen custom-modified the loader and installed it on Florida Recycling’s truck.
- Florida Recycling refused to take delivery after installation.
- Petersen removed the loader and later resold it to another purchaser, performing a new set of modifications to fit the second purchaser’s truck.
- Petersen sought damages under Florida’s UCC: lost profits of \$7,873.65 under § 672.708(2) and incidental damages of \$10,180.35 under § 672.710 for the original modification expenses.
- Petersen did not seek manufacturing costs because those costs were recovered through the resale.

## Issues

1. Whether the trial court erred in finding Florida Recycling liable for breach of contract based on its refusal to accept delivery.
2. Whether the seller may recover both lost profits under Florida Statutes § 672.708(2) and incidental damages under § 672.710 for unreimbursed, contract-related modification costs, despite a subsequent resale.

## Decision

- The appellate court affirmed the trial court’s liability determination, finding no error in concluding Florida Recycling breached the contract.
- The appellate court reversed the damages ruling insofar as it denied incidental damages for the original modification costs.
- The case was remanded with directions to include incidental damages for those modification expenses in addition to the already-awarded lost profits, interest, and costs.

## Legal Principles

- Florida’s UCC permits a seller to obtain the full measure of damages resulting from a buyer’s breach, which may include both lost profits and incidental damages.
- Under § 672.708(2), a seller may recover lost profits when the standard contract-resale measure does not fully compensate the seller.
- Under § 672.710, incidental damages include commercially reasonable expenses incurred in connection with performance and the consequences of the buyer’s breach.
- A resale does not bar recovery of incidental expenses that were incurred for the breaching buyer and were not reimbursed through the resale transaction, even if the resale buyer pays for its own separate modifications.

## Conclusion

The court held that the buyer’s refusal to accept delivery constituted breach and that the seller was entitled to complete UCC remedies: lost profits plus incidental damages for the unreimbursed custom-modification costs incurred in performing the original contract, notwithstanding the later resale of the loader.


Fla. Recycling Servs., Inc. v. Petersen Indus., Inc., 858 So. 2d 1114 (Fla. Dist. Ct. App. 2d Dist. 2003)