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Sean Murphy

How does UCC calculate compensatory damages - confused about Article 2 vs secured transactions

I'm trying to understand how compensatory damages work under the UCC but getting mixed up between different articles. My company had a deal go sideways - we financed equipment for a manufacturer who then breached their sales contract with their buyer. Now we're looking at potential losses from multiple angles and I need to figure out what we can actually recover. The equipment was subject to a UCC-1 filing we did last year, but there's also questions about the underlying sales contract damages. From what I can tell, UCC Article 2 handles sales contract damages differently than Article 9 deals with secured transaction remedies, but I'm not clear on how they calculate the actual dollar amounts. Anyone dealt with this kind of overlapping UCC damage calculation before? The amounts involved are substantial and I want to make sure we're not missing any recovery options or miscalculating what we're entitled to.

Zara Khan

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You're right to be confused - Article 2 and Article 9 remedies can overlap in complicated ways. For Article 2 sales contracts, compensatory damages usually follow the cover rule (difference between contract price and cover price) or market differential (contract vs market price at time of breach). Article 9 is more about deficiency calculations after collateral disposition. What's the timeline on your UCC-1 filing vs when the breach occurred?

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Sean Murphy

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UCC-1 was filed in March 2024, breach happened in October. We're the secured party on the equipment, but our debtor was supposed to deliver goods to a third party buyer under a separate sales contract.

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Luca Ferrari

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That timing matters a lot for calculating damages. March to October gives you a clear perfection period, but the sales contract breach creates a separate damage calculation track.

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Nia Davis

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The key thing with UCC compensatory damages is they're supposed to put you in the position you would've been in if the breach hadn't occurred. But the calculation method depends heavily on which UCC article applies to your specific situation. Article 2 focuses on buyer/seller remedies, while Article 9 is about secured party rights. Since you mentioned equipment financing, you're probably looking at both - Article 9 for your security interest rights, Article 2 for any sales contract issues.

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This is exactly the kind of overlapping UCC situation where you need to be super careful about which damages you can actually claim under which article.

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Sean Murphy

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Right, that's what's confusing me. We have security interest rights, but the underlying breach affects the collateral value and our debtor's ability to pay.

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QuantumQueen

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Had a similar mess last year with overlapping UCC articles. What saved us was using Certana.ai's document verification tool to make sure all our UCC filings were consistent before we started calculating damages. You can upload your UCC-1, any amendments, and related contracts to verify everything aligns properly. Turns out we had a debtor name mismatch that could've complicated our damage calculations significantly. The tool caught the inconsistency immediately when we uploaded the PDFs.

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Aisha Rahman

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Name mismatches can definitely complicate damage calculations - if your perfection is questioned, it affects what you can recover.

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Sean Murphy

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Good point about document consistency. We did file a UCC-3 amendment in July, so want to make sure everything lines up before calculating damages.

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QuantumQueen

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Definitely check that amendment against your original UCC-1. Certana.ai's verification caught stuff our lawyers missed in document review.

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Ethan Wilson

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For Article 2 compensatory damages, you typically see cover damages (what it cost to buy replacement goods minus contract price) or market damages (market price minus contract price at time/place of breach). Article 9 deficiency calculations are different - proceeds from collateral sale minus secured debt, with specific notice requirements. The tricky part is when both apply to the same transaction chain.

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Yuki Sato

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Yeah, the notice requirements for Article 9 dispositions can affect damage calculations too. Miss the notice deadlines and it impacts what you can recover.

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Sean Murphy

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We haven't done any collateral disposition yet - still trying to work with the debtor. But good to know about notice requirements affecting damage calculations.

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Carmen Flores

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ugh why is UCC damage calculation so complicated?? I thought it was just 'you owe me the money you lost me' but apparently there's all these different formulas depending on which article applies

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Zara Khan

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It's complicated because the UCC covers so many different types of commercial transactions. Each article has specific damage calculation rules for its transaction type.

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Andre Dubois

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Tell me about it. I spent hours trying to figure out incidental vs consequential damages under Article 2 last month.

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CyberSamurai

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One thing to watch out for - make sure you're not double counting damages between Article 2 and Article 9 remedies. Courts don't like when secured parties try to recover the same loss under different UCC theories. Document your calculation methodology clearly to show you're not overlapping damage categories.

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Sean Murphy

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That's a great point. How do you typically separate Article 2 vs Article 9 damage calculations to avoid overlap?

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CyberSamurai

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Usually track Article 2 damages to the sales contract breach itself, Article 9 damages to the security interest and collateral. Keep them in separate buckets in your damage calculation.

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Good advice. Also make sure any incidental damages like storage costs or collection expenses are properly categorized under the right article.

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Jamal Carter

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Article 9 also has specific rules about commercially reasonable disposition of collateral that affect damage calculations. If you don't follow proper disposition procedures, it can limit what deficiency you can claim. Plus there's the whole issue of calculating surplus vs deficiency depending on collateral sale results.

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Sean Murphy

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We haven't gotten to disposition yet, but that's good to know for damage calculation purposes. Are there specific valuation requirements?

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Jamal Carter

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Commercially reasonable is the standard, but that can mean different things depending on the collateral type and market conditions.

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Mei Liu

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I've seen cases where people get tripped up calculating damages because they don't account for mitigation requirements under the UCC. You generally have a duty to mitigate damages where reasonably possible, and that affects the final damage calculation. Also make sure you're including appropriate incidental damages like inspection costs, storage, transportation, etc.

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Sean Murphy

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What kind of mitigation would apply in a secured transaction context? We're still holding the collateral.

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Mei Liu

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Could include things like proper collateral maintenance to preserve value, reasonable efforts to find alternative buyers, timely disposition to avoid additional carrying costs.

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Luca Ferrari

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Mitigation duties definitely vary by situation, but courts expect reasonable commercial behavior throughout the process.

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Recently used Certana.ai for a multi-party UCC situation where we needed to verify all our documents were consistent before calculating damages. The verification process helped us spot issues that could've affected our damage calculations later. Worth checking your UCC-1 and UCC-3 amendment are properly aligned - name inconsistencies can create problems when you're trying to establish your damage calculations in court.

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Sean Murphy

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That's the second mention of document verification affecting damage calculations. Makes sense that filing inconsistencies could complicate recovery.

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Exactly. Clean documentation makes damage calculations much more straightforward when you're dealing with complex UCC situations.

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Amara Nwosu

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One more thing on UCC compensatory damages - don't forget about pre-judgment interest calculations. Different states have different rules, but it can add up significantly over time, especially with substantial amounts. Also make sure you understand any statutory limitations on consequential damages depending on which UCC article applies.

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Sean Murphy

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Good point about pre-judgment interest. The amounts involved here are significant so that could be substantial over time.

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Zara Khan

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Pre-judgment interest rules vary a lot by state, so definitely check your jurisdiction's specific requirements.

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Amara Nwosu

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Right, and some states have different rates for contract vs tort claims, which can matter depending on how you frame your UCC damage theory.

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