## Facts

- Richard Oloffson, a grain dealer and UCC merchant, contracted on April 16, 1970, to buy 40,000 bushels of corn from farmer Clarence Coomer at about $1.12 per bushel.
- The corn was to be delivered in two 20,000-bushel installments in October and December 1970.
- On June 3, 1970, Coomer told Oloffson he would not plant corn due to rainy conditions and advised him to obtain corn elsewhere.
- The market price for future-delivery corn on June 3, 1970, was about $1.16 per bushel.
- In September 1970, Coomer again stated he could not deliver; no corn was delivered in October or December.
- Oloffson later bought substitute corn to meet third-party commitments: 20,000 bushels at $1.35 and 20,000 bushels at $1.49 per bushel.
- Oloffson testified to a trade practice allowing cancellation of forward contracts upon notice and payment of the contract/market difference on the cancellation date; Coomer was unaware of this practice and Oloffson did not disclose it.
- After a bench trial, the circuit court awarded Oloffson $1,500 (plus costs), using the June 3 market price, and found Oloffson had not acted in good faith regarding the undisclosed cancellation practice.

## Issues

1. For anticipatory repudiation of a future-delivery goods contract, whether buyer’s damages should be measured by the market price at the time the buyer learned of the repudiation or at the later contract delivery dates.
2. Whether a merchant buyer’s lack of good faith can limit the time the buyer may “await performance” after repudiation and thereby fix damages as of the repudiation date.

## Decision

- The appellate court affirmed the $1,500 judgment for Oloffson.
- Coomer’s June 3 statement was treated as a clear anticipatory repudiation of the contract.
- Under the UCC, Oloffson could await performance only for a commercially reasonable time after learning of the repudiation, not until the October and December delivery dates.
- Given the circumstances and the trial court’s finding of lack of good faith, the commercially reasonable period to await performance did not extend beyond June 3.
- Damages were properly measured using the contract/market differential as of June 3 rather than the higher prices at the scheduled delivery times.

## Legal Principles

- Upon anticipatory repudiation, the aggrieved party may await performance only for a commercially reasonable time or may immediately pursue remedies for breach.
- For non-delivery, buyer’s market damages are generally measured by the market price at the time the buyer learned of the breach, minus the contract price, plus allowable incidental and consequential damages.
- A merchant buyer’s right to delay action after repudiation is constrained by the UCC duty of good faith; bad-faith conduct may justify fixing damages as of the repudiation date rather than allowing later market movements to increase recovery.
- The UCC does not permit an aggrieved party to delay unreasonably after a clear repudiation in order to claim a larger recovery based on later market increases.

## Conclusion

The court held that a farmer’s clear anticipatory repudiation permitted the merchant buyer to await performance only for a commercially reasonable time consistent with good faith, and it affirmed damages measured by the market price on the repudiation date rather than by higher prices at the scheduled delivery dates.


Oloffson v. Coomer, 296 N.E.2d 871 (Ill. App. Ct. 1973)