## Facts

- A consumer buyer entered a written contract with a retail boat dealer to purchase a 1981 Mark Twain boat, a 1981 Mercruiser motor, and additional equipment for $15,233, with a $200 down payment.
- Two days later, the buyer notified the dealer by phone and letter that he was repudiating the agreement due to heart problems.
- The dealer rejected the repudiation, demanded performance, and later sold the same boat, motor, and equipment to a third party for the same price as the original contract.
- The dealer claimed it was a lost-volume seller and sought lost-profit damages on the theory that, absent the breach, it would have made two profitable sales.
- Evidence on supply capacity conflicted: the dealer’s salesperson testified the dealer had an unlimited supply of that type of boat, while the buyer testified the salesperson said only one such boat was in stock.

## Issues

1. Whether a seller that resells the same goods at the same price may recover lost profits under R.C. 1302.82(B) (UCC 2-708(2)) by claiming lost-volume seller status.
2. Whether the seller proved, with sufficient evidence, that it was a lost-volume seller (unlimited or readily replenishable supply and readily available substitute buyers) so that resale or market-difference damages were inadequate.

## Decision

- The appellate court affirmed judgment for the buyer.
- The court held the seller failed to prove it was a lost-volume seller and therefore could not invoke R.C. 1302.82(B) to recover lost profits.
- Because the seller resold the goods for the same price and did not establish a basis for lost-profit damages, the record supported an award of no damages.

## Legal Principles

- R.C. 1302.82(B) (UCC 2-708(2)) is available when the resale remedy (R.C. 1302.80) and the market/contract differential (R.C. 1302.82(A)) yield no damages or are otherwise inadequate to place the seller in the position performance would have produced.
- Lost-profit damages under R.C. 1302.82(B) apply principally in: (1) lost-volume seller cases (seller has effectively unlimited access to goods and readily available buyers), and (2) special-order production cases where substitute buyers are unlikely.
- A seller claiming lost-volume status bears the burden to prove the resale was not a substitute transaction but an additional sale that would have occurred even if the breaching buyer performed.
- Appellate review defers to the trial court’s credibility determinations where competent, credible evidence supports the finding that lost-volume status was not proven.

## Conclusion

The court refused to award lost-profit damages after a resale at the same price because the seller did not carry its burden to prove lost-volume seller status under R.C. 1302.82(B), making ordinary UCC damages adequate on the record and leaving the seller without recovery.


Lake Erie Boat Sales, Inc. v. Johnson, 11 Ohio App. 3d 55, 463 N.E.2d 70 (Ohio Ct. App. 1983)