Breach of Sales Contracts: Legal Remedies for Sellers and Buyers

If you are left with a shipment of goods a buyer refuses to accept, or you are waiting on a delivery that never arrives, determining the next step is not always straightforward. Sales contract disputes can disrupt operations, strain cash flow, and create uncertainty—especially when significant time, labor, or capital has already been invested.

In Florida, sales contracts involving goods are governed by a well-defined legal framework that provides clear remedies for both sellers and buyers when a transaction breaks down.

Sales Contracts and the UCC in Florida

The sale of goods in Florida is governed by the Uniform Commercial Code (UCC). The UCC applies to transactions involving tangible goods such as construction materials, medical equipment, manufactured products, and inventory. It does not generally apply to real estate transactions or contracts that involve only services, which are governed by different legal principles.

The purpose of the UCC is to create predictability and fairness in commercial transactions. It requires parties to act in good faith and follow reasonable commercial standards. When one party breaches a sales contract, the law aims to place the non-breaching party in the position they would have been in had the contract been performed as agreed.

Remedies for Sellers

For sellers, the primary concern following a breach is recovering payment and minimizing losses tied to unsold or idle inventory. When a buyer wrongfully rejects goods, cancels without justification, or fails to pay, Florida law provides several remedies.

Reselling the Goods

One common remedy is resale. If a seller resells the goods in a commercially reasonable manner and in good faith, the seller may recover the difference between the original contract price and the resale price if the resale results in a loss. Sellers may also recover incidental damages, such as storage, transportation, or handling costs, minus any expenses saved because of the buyer’s breach.

Suing for the Purchase Price

In limited circumstances, a seller may be entitled to recover the full contract price. This typically applies when the goods cannot reasonably be resold after a good faith effort, or when the risk of loss had already passed to the buyer and the goods were subsequently lost or damaged. This remedy allows sellers to enforce payment when resale is impractical or impossible.

Recovering Damages for Non-Acceptance

If resale is not pursued or is not feasible, a seller may seek damages based on the difference between the contract price and the market price at the time and place of delivery. This compensates the seller for the lost benefit of the bargain, even if the goods are retained or sold later.

Remedies for Buyers

Buyers often depend on timely delivery of goods to meet production schedules, customer obligations, or contractual deadlines of their own. When a seller fails to deliver or delivers non-conforming goods, the buyer has several remedies under Florida law.

The Right to Cover

The most practical remedy for buyers is the right to cover. Cover allows the buyer to purchase substitute goods in good faith and without unreasonable delay. If the substitute goods cost more than the original contract price, the buyer may recover the difference from the breaching seller. Buyers may also seek incidental and consequential damages, including losses caused by delays or disruptions to their business.

Specific Performance for Unique Goods

When goods are unique or cannot be readily replaced—such as custom-manufactured equipment or rare items—a court may order specific performance. This remedy requires the seller to deliver the goods as promised. Florida courts generally reserve specific performance for situations where monetary damages are insufficient to fully compensate the buyer.

Damages for Non-Delivery

If a buyer chooses not to cover, they may still recover damages measured by the difference between the market price at the time the buyer learned of the breach and the original contract price. This prevents sellers from breaching contracts simply to take advantage of a rising market.

Liquidated Damages and Limiting Liability

Many sales contracts include provisions that define remedies in advance. Liquidated damages clauses establish a predetermined amount of damages in the event of a breach. These clauses are generally enforceable in Florida if the amount is reasonable and reflects a fair estimate of anticipated losses, rather than serving as a penalty.

Contracts may also limit or exclude certain types of damages, such as consequential damages for lost profits. These limitations can significantly affect recovery and should be carefully reviewed before disputes arise.

Managing Contractual Risk

Many sales disputes can be avoided through proactive contract management. Clear definitions of performance obligations, breach events, and available remedies reduce uncertainty and improve enforcement outcomes. Regular review of contract terms ensures that agreements continue to reflect business realities as operations evolve.

Jimerson Birr works with businesses across industries including construction, manufacturing, and financial services to resolve complex sales contract disputes and strengthen contract frameworks. Our team focuses on practical solutions that protect revenue while minimizing disruption.If you are facing a breach of a sales contract or need guidance on your rights under Florida law, contact Jimerson Birr to discuss your options and develop a strategy that protects your business.