Kenco Homes Inc. v. Williams
Washington Supreme Court
94 Wash. App. 219 (1999)
Kenco (plaintiff) contracted to sell the Williamses (defendants) a mobile home, conditioned on financing approval and site-improvement bid approval; both conditions were met, but the Williamses repudiated before Kenco ever ordered the home from the factory, after making only a $500 down payment. Because Kenco never ordered the home, its only real out-of-pocket loss was minor office overhead, and it sued for lost profits; the trial court found the Williamses breached to get a better deal elsewhere, found $11,133 in lost profits, but ruled Kenco was adequately compensated simply by keeping the $500 down payment. Kenco appealed the damages measure.
Whether, under the UCC, a non-breaching seller who cannot reasonably resell the breached goods on the open market is entitled to damages equal to the full profit it would have made from the buyer's full performance.