## Facts

- Schiavi Mobile Homes, Inc., a mobile-home retailer, contracted on January 23, 1979, to sell Frank E. Gironda, Jr. and Patricia Gironda a yellow two-bedroom mobile home for $23,028.69; the Girondas paid a $1,000 deposit.
- The Girondas later breached the purchase contract due to personal and financial difficulties.
- In September 1979, Schiavi’s agent contacted Frank Gironda, Sr. (the buyer’s father) about whether the sale would proceed.
- Gironda, Sr. stated he did not know what his son would do but asked to purchase the home himself so his son would not lose the deposit, indicating he would mortgage his own home if needed.
- Schiavi’s agent responded that the father’s purchase would “not be necessary.”
- Schiavi ultimately resold the same home on November 7, 1979, to a third party for $22,000.
- Schiavi sued for lost profits and interest-related expenses allegedly caused by the breach.
- After a bench trial, the Superior Court awarded Schiavi a net $759.45 (plus $500 for interest, costs, and attorney’s fees).
- Schiavi appealed seeking greater damages; the Girondas cross-appealed arguing, among other points, that Schiavi failed to mitigate.

## Issues

1. Whether an aggrieved retail seller must take reasonable steps to mitigate damages after a buyer’s breach, and whether declining to pursue the buyer’s father as a substitute purchaser failed that duty.
2. Whether the buyers could invalidate the contract as unconscionable when the issue was not properly raised in the trial court.
3. Whether claimed “interest expense,” including opportunity-cost interest on the seller’s own funds, is recoverable as incidental damages under U.C.C. § 2-710.

## Decision

- The court denied Schiavi’s appeal and sustained the Girondas’ cross-appeal.
- The court held Schiavi failed to mitigate damages by refusing to accept or pursue a clear, low-risk resale opportunity presented by the buyer’s father.
- Because Schiavi did not take reasonable steps to reduce its loss, it was not entitled to recover damages awarded by the trial court.
- The court declined to reach unconscionability because it was not properly raised below.
- The court held hypothetical interest on Schiavi’s own funds was not recoverable as incidental damages under U.C.C. § 2-710.

## Legal Principles

- An injured party seeking contract damages must take reasonable steps to reduce loss; the law does not permit recovery for losses that could have been avoided through reasonable efforts.
- For an aggrieved seller, reasonable mitigation may include pursuing an available substitute purchaser, even when the resale possibility arises informally and is not yet a legally enforceable offer.
- Under U.C.C. § 2-710, incidental damages cover commercially reasonable expenses tied to handling and resale of goods, but do not include hypothetical or opportunity-cost interest on the seller’s own capital.
- An issue not properly raised in the trial court generally will not be considered on appeal.

## Conclusion

The court barred the seller’s recovery because it unreasonably declined to pursue a concrete substitute sale that would have minimized or eliminated the claimed loss, and it rejected opportunity-cost interest as incidental damages under the U.C.C.


Schiavi Mobile Homes, Inc. v. Gironda, 463 A.2d 722 (Me. 1983)