Actions for breach of sales contract of goods
Actions for price of goods by seller
In case of breach of sales contract of goods, the seller may have the following actions against the buyer for the price of goods if:
- The ownership of the goods has passed to the buyer and he wrongfully neglects or refuses to pay for the goods according to the terms of the sales contract; or
- The price is payable on a certain day, irrespective of delivery or of transfer of title and the buyer wrongfully neglects or refuses to pay such price, the seller may maintain an action for the price although the ownership in the goods has not passed.
Action for damages by seller due to non-acceptance by the buyer
Rescission by seller
The seller may totally rescind the sales contract after due notice thereof to the buyer if the goods have not been delivered to the buyer, and the buyer has repudiated the sales contract, or has manifested his inability to perform his obligations thereunder, or has committed a breach thereof.”
Specific performance by buyer
If the seller has breached the contract to deliver specific or ascertained goods, the buyer may initiate an action for specific performance with a competent court for the purpose of obtaining an order which would direct that the contract is to be performed specifically, without giving the seller the option of retaining the goods on payment of damages.
For breach of warranty by seller, buyer may initiate various actions
If the seller is guilty of breach of warranty, the buyer may, at his election:
- Accept or keep the goods and set up against the seller, the breach of warranty by way of recoupment in diminution or extinction of the price;
- Accept or keep the goods and maintain an action against the seller for damages for the breach of warranty;
- Refuse to accept the goods, and maintain an action against the seller for damages for the breach of warranty;
- Rescind the sales contract and refuse to receive the goods or if the goods have already been received, return them or offer to return them to the seller and recover the price or any part thereof which has been paid;
- In the case of breach of warranty of quality, such loss, in the absence of special circumstances showing proximate damage of a greater amount, is the difference between the value of the goods at the time of delivery to the buyer and the value they would have had if they had answered to the warranty.
 CIVIL CODE. Paragraph 1, Article 1595.
 Although the ownership in the goods has not passed, if they cannot readily be resold for a reasonable price, and if the provisions of article 1596, fourth paragraph, are not applicable, the seller may offer to deliver the goods to the buyer, and, if the buyer refuses to receive them, may notify the buyer that the goods are thereafter held by the seller as bailee for the buyer. Thereafter the seller may treat the goods as the buyer’s and may maintain an action for the price (Paragraph 3, Article 1596, Civil Code).
 CIVIL CODE. Paragraph 2, Article 1595. “But it shall be a defense to such an action that the seller at any time before the judgment in such action has manifested an inability to perform the sales contract on his part or an intention not to perform it.” (Ibid.)
 “The measure of damages is the estimated loss directly and naturally resulting in the ordinary course of events from the buyer’s breach of contract” (Paragraph 2, Article 1596, Civil Code). On the other hand, if “there is an available market for the goods in question, the measure of damages is, in the absence of special circumstances showing proximate damage of a different amount, the difference between the contract price and the market or current price at the time or times when the goods ought to have been accepted, or, if no time was fixed for acceptance, then at the time of the refusal to accept” (Paragraph 3, Article 1596, Civil Code). In addition, “If, while labor or expense of material amount is necessary on the part of the seller to enable him to fulfill his obligations under the sales contract, the buyer repudiates the contract or notifies the seller to proceed no further therewith, the buyer shall be liable to the seller for labor performed or expenses made before receiving notice of the buyer’s repudiation or countermand. The profit the seller would have made if the contract or the sale had been fully performed shall be considered in awarding the damages“(Paragraph 4, Article 1596, Civil Code).
 CIVIL CODE. Paragraph 1, Article 1596.
 Ibid. Article 1597.
 “The judgment or decree may be unconditional, or upon such terms and conditions as to damages, payment of the price and otherwise, as the court may deem just” (Article 1598, Civil Code).
 Ibid. Article 1598.
 Ibid. Article 1591 (1).
 Ibid. Article 1591 (2).
 Ibid. Article 1591 (3).
 Ibid. Article 1591 (4). “When the buyer has claimed and been granted a remedy in anyone of these ways, no other remedy can thereafter be granted, without prejudice to the provisions of the second paragraph of article 1191… Where the goods have been delivered to the buyer, he cannot rescind the sale if he knew of the breach of warranty when he accepted the goods without protest, or if he fails to notify the seller within a reasonable time of the election to rescind, or if he fails to return or to offer to return the goods to the seller in substantially as good condition as they were in at the time the ownership was transferred to the buyer. But if deterioration or injury of the goods is due to the breach or warranty, such deterioration or injury shall not prevent the buyer from returning or offering to return the goods to the seller and rescinding the sale… Where the buyer is entitled to rescind the sale and elects to do so, he shall cease to be liable for the price upon returning or offering to return the goods. If the price or any part thereof has already been paid, the seller shall be liable to repay so much thereof as has been paid, concurrently with the return of the goods, or immediately after an offer to return the goods in exchange for repayment of the price… Where the buyer is entitled to rescind the sale and elects to do so, if the seller refuses to accept an offer of the buyer to return the goods, the buyer shall thereafter be deemed to hold the goods as bailee for the seller, but subject to a lien to secure the payment of any portion of the price which has been paid, and with the remedies for the enforcement of such lien allowed to an unpaid seller by article 1526.” (Ibid.)
 Ibid. Article 1591 (5).