Mitigation of Damages in Sale of Goods Contracts


This practice note will discuss the obligation of a party to mitigate damages in the event of a breach of a sale of goods agreement governed by the Uniform Commercial Code (UCC). The note will address what is and is not required by the duty to mitigate, the burden of proof for mitigation, the obligations of a buyer and a seller to mitigate damages when the other party is in breach, the obligation to mitigate when the agreement includes a liquidated damages provision, and the contractual waiver of the duty to mitigate.