## Facts

- Granvia Trading Ltd. agreed to sell Sutton Creations, Inc. a quantity of routine, non-custom coats with a broad market.
- Granvia arranged for a Chinese factory to manufacture the coats and planned for Sutton’s freight forwarder to pick up the goods in China within a specified time period.
- After the coats were ready, Granvia sought pickup instructions, but Sutton did not timely provide forwarder details or pay.
- The manufacturer billed Granvia for storage while the coats remained in China.
- Emails reflected Sutton continued communicating about shipment after the pickup window, attributing delay to issues with Sutton’s downstream customer.
- Granvia attempted, without success, to resell the coats to other buyers.
- Sutton never took possession of the coats and never paid the contract price.

## Issues

1. Whether Granvia, as an intermediary seller that did not physically possess the goods, could recover the full contract price under U.C.C. § 2-709(1) rather than damages under U.C.C. § 2-708.
2. Whether the coats qualified as “not reasonably resalable at a reasonable price” so as to permit an action for the price under U.C.C. § 2-709(1).
3. Whether Sutton’s failure to arrange pickup and pay constituted conduct sufficient to support a § 2-709(1) price remedy.

## Decision

- On cross-motions for summary judgment, the court denied Granvia’s request to recover the full contract price under U.C.C. § 2-709(1).
- The court rejected the view that an intermediary “jobber” is categorically limited to lost-profit recovery, but held that § 2-709(1) was unavailable on the record presented.
- The dispute was directed toward ordinary seller remedies under the U.C.C., such as damages measured under U.C.C. § 2-708, rather than the exceptional price action.

## Legal Principles

- U.C.C. § 2-709(1) provides a limited remedy; an action for the price is generally reserved for circumstances such as acceptance, post-risk-of-loss casualty, or when goods cannot reasonably be resold at a reasonable price.
- For ordinary, non-custom goods with a wide market, a seller seeking the price must present strong proof that resale at a reasonable price is impracticable; cursory or weak resale efforts are insufficient.
- A buyer’s breach in failing to take delivery or pay does not, by itself, entitle the seller to the contract price; the seller must satisfy the statutory predicates for § 2-709(1).
- A seller’s role as an intermediary and lack of physical possession may affect proof and the appropriate damages measure, but does not alone foreclose recovery under the U.C.C.

## Conclusion

The court held that the exceptional remedy of a seller’s action for the price under U.C.C. § 2-709(1) was not available where the goods were generic coats with an apparent market and the seller did not establish that resale at a reasonable price was not feasible, leaving the seller to pursue ordinary U.C.C. damages.


Granvia Trading Ltd. v. Sutton Creations, Inc., No. 09 Civ. 797, 2010 WL 4630266 (S.D.N.Y. Nov. 16, 2010)