H-W-H Cattle Company, Inc. v. Schroeder
United States Court of Appeals for the Eighth Circuit
767 F.2d 437 (1985)
H-W-H Cattle Company (HWH) (plaintiff) contracted to buy 2,000 steers from Clayton Schroeder (defendant) at $67 per hundredweight, and separately contracted to resell those same cattle to Western Trio Cattle Company (Western) at $67.35 per hundredweight — a mere $0.35 markup HWH had voluntarily accepted as its expected profit. Schroeder delivered only 1,397 steers, and HWH sued for breach, seeking damages under UCC §2-713 measured as the full difference between market price and the (lower) contract price for the undelivered steers; the district court instead awarded HWH the unused portion of its down payment plus $1,371.83, reflecting only its lost $0.35-per-hundredweight resale markup on the shortfall, and HWH appealed for the larger market-price measure.
Whether a buyer seeking damages for a seller's partial non-delivery is entitled to the full statutory market-price/contract-price differential under UCC §2-713, when the buyer had already contracted to resell the same goods at a price only slightly above what it paid, meaning it never actually expected to capture the full market-price gap.