Restitution on Default and Article Two of the Uniform Commercial Code

Article 2 of the Uniform Commercial Code, entitled Sales, contains an entire chapter (Part 7) devoted to remedies. This chapter reveals two basic philosophies. First, the draftsmen were concerned with developing a pattern of recovery following default by one of the parties, even though default is but one reason for the nonperformance of promises. Second, the remedies which are codified emphasize the expectation interest of the nondefaulting party and almost ignore any development of the restitution interest.

This emphasis upon the expectation interest singles out only one judicial approach by which the economic interests of the parties can be readjusted following a break-down in contractual relationships. On many occasions restitution recoveries represent a more equitable method of treating these interests.The purpose of this article is to collect and to examine those sections of article 2 of the Code which provide lawyers and judges an opportunity to protect a party's restitution interest following a default in a contract for the sale of goods.