## Facts

- In December 1973, William Maxwell contracted to buy a specific boat from Norwood Marine, Inc. for $4,200.
- The parties scheduled delivery for April 1974.
- In March 1974, before delivery, Norwood sold the same boat (the subject of Maxwell’s contract) to another buyer for $9,000.
- Norwood later sold Maxwell a different boat for $7,200.
- The substituted boat and the contract boat were not comparable types.
- Maxwell sued Norwood for breach of the sales contract and prevailed on liability, but the trial court concluded he proved no actual damages and awarded only nominal damages.
- Maxwell appealed the damages award to the Massachusetts District Court, Appellate Division.

## Issues

1. In a UCC Article 2 action for a seller’s failure to deliver, may a buyer recover more than nominal damages when the buyer does not prove the market price of the contract goods at the legally relevant time and place?
2. Did the trial court err in finding that Maxwell failed to prove actual damages and in limiting recovery to nominal damages despite a proven breach?

## Decision

- The Appellate Division affirmed the judgment awarding nominal damages.
- The court accepted that Norwood breached by selling the contract boat to someone else and not delivering it to Maxwell.
- The court held that Maxwell did not carry his burden to prove actual, compensable damages under the UCC because he did not provide evidence that allowed the court to compute a market-based damages figure (or another supported damages measure).
- Because the record did not supply a reliable basis to calculate damages, the nominal award was upheld.

## Legal Principles

- When a seller wrongfully fails to deliver goods, UCC Article 2 generally measures a buyer’s damages by the difference between the market price at the relevant time (commonly, when the buyer learned of the breach) and the contract price, plus any recoverable incidental and consequential damages, minus expenses saved.
- Alternatively, if the buyer makes a proper cover purchase, the buyer may seek damages measured by the difference between the cover price and the contract price (plus incidental and consequential damages), but the buyer must prove the facts supporting that measure.
- The buyer has the burden to prove damages with evidence sufficient to permit calculation; a court need not guess at market price or value.
- If breach is proven but the plaintiff does not prove a non-speculative basis for computing damages, the court may limit recovery to nominal damages.

## Conclusion

Maxwell established that Norwood breached the contract by selling the promised boat to a third party, but he did not present market-price (or other competent) evidence that would allow the court to compute UCC damages for nondelivery. The Appellate Division therefore affirmed the trial court’s decision to award only nominal damages.


Maxwell v. Norwood Marine, 19 UCC Rep. Serv. 829 (1976)