## Facts

- Daniel Martin and John Duke, doing business as Star Photo, contracted in December 1987 to buy a KIS Magnum Speed photo printer from Jeff Sheffer and J & S Distributors, Inc.
- The purchase price was $17,000, with one-half paid as a down payment and the remaining half due upon delivery.
- The written contract contained (1) a provision anticipating that delivery could be late and (2) a seller-remedies provision stating that if the buyer failed to pay the balance when due, the buyer would be liable for immediate payment of the full balance, 12% interest per year, and the seller’s attorney’s fees, collection charges, and necessary expenses.
- The printer arrived in Georgia on December 28, 1987, which was five days later than the date the buyers expected.
- Martin and Duke refused to accept the printer, stating that delivery was late and that they had already obtained a substitute machine.
- The buyers demanded return of their down payment; the sellers refused.
- The buyers filed suit seeking return of the down payment and asserted additional claims (including breach of contract and related theories).
- The sellers counterclaimed for breach of contract and sought specific performance based on the contract’s remedial provision.
- The trial court granted summary judgment for the sellers on the counterclaim and ordered specific performance requiring the buyers to accept the printer and pay the remaining balance, plus contractual interest and attorney’s fees.
- The buyers appealed, arguing the seller’s recovery should be limited to lost profits under UCC § 2-708 rather than full performance of the bargain.

## Issues

1. Whether the UCC (including N.C.G.S. § 25-2-708) limits a seller’s remedy to lost-profit damages, or whether the parties may, by contract, provide for specific performance requiring the buyer to accept the goods and pay the full contract price upon breach.
2. Whether the contract’s seller-remedies/specific-performance provision was unenforceable under the UCC as an unconscionable or otherwise improper remedy term.

## Decision

- The North Carolina Court of Appeals affirmed.
- The court held the contract provision expanding the seller’s remedies—requiring the buyers to accept the printer and pay the full balance, with agreed interest and fees—was enforceable under the UCC.
- The court rejected the buyers’ argument that § 2-708 restricted the seller to lost-profit damages, because the UCC permits parties to vary remedial provisions by agreement, subject to limits such as good faith and unconscionability.
- The court upheld summary judgment and the order of specific performance, including the contract’s interest and attorney’s fee components.

## Legal Principles

- Under the UCC, parties may vary the effect of many Code provisions by agreement, and may also limit or alter remedies by contract, subject to nonwaivable obligations such as good faith and the bar on unconscionable terms.
- UCC § 2-708 supplies a default damages measure for a seller when a buyer wrongfully refuses goods, but it does not prevent the parties from contracting for a different remedial scheme when the UCC permits contractual variation.
- A contractual provision requiring a breaching buyer to complete the purchase (accept the goods and pay the agreed price) can be enforced as a bargained-for remedy in a commercial sales contract when it is not shown to be unconscionable.
- Unconscionability requires a showing tied to both the bargaining process (meaningful choice) and the substance of the term (unreasonably one-sided results); commercial parties with comparable bargaining power face a higher hurdle in proving unconscionability.
- When there is no genuine dispute of material fact and the contract’s remedial language is enforceable as a matter of law, summary judgment and an order compelling performance may be proper.

## Conclusion

In *Martin v. Sheffer*, the court enforced a commercial sales contract’s specific-performance remedy after buyers refused a printer delivered five days late, holding that the UCC allows parties to contract for remedies beyond § 2-708’s default damages and that the agreed remedy—acceptance and payment of the full balance with stated interest and fees—was not unconscionable.


Martin v. Sheffer, 403 S.E.2d 555 (1991)