322 P.3d 531
Or.2014Background
- Peace River Seed Co-Op sued Proseeds Marketing for damages after Proseeds breached fixed-price seed contracts.
- Contracts incorporated NORAMSEED Rules; NORAMSEED includes remedies for nonpayment and breach, including resale damages and market price damages.
- After breach, Peace River canceled contracts; it resold some seed and sought damages.
- Trial court awarded resale-price damages and denied attorney fees under NORAMSEED; Court of Appeals reversed regarding market price damages but remanded on attorney fees.
- This court held a seller may recover market price damages under ORS 72.7080(1 even after resales, and rejected recovery of attorney fees under NORAMSEED.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Can a seller recover market price damages after reselling? | Seller may recover market price damages despite resale. | Resale damages should limit recovery; market price damages not allowed if resold. | Yes; seller may recover market price damages even after resale. |
| Relating to the two damages measures, may market price damages exceed resale price damages? | Text, context, and history permit recovery of market price damages even if larger. | Policy in ORS 71.3050 limits recovery to comparable resale damages under a fixed price contract. | Market price damages may exceed resale price damages; no exclusive remedy precludes it. |
| Is the NORAMSEED Rule’s 'charges for collection' ambiguous regarding attorney fees, and can fees be recovered? | Phrase should be read to include attorney fees as trade usage or intent. | No clear evidence that 'charges for collection' includes attorney fees; ambiguity must be resolved in buyer’s favor. | No; plaintiff not entitled to attorney fees under NORAMSEED. |
Key Cases Cited
- State v. Gaines, 346 Or 160 (2009) (framework for interpreting Oregon UCC remedies)
- Krebs Hop Co. v. Livesley, 59 Or 574 (1911) (common-law election of remedies before UCC adoption)
- Yogman v. Parrott, 325 Or 358 (1997) (contract interpretation framework; ambiguity analysis)
- Coast Trading Co. v. Cudahy Co., 592 F.2d 1074 (9th Cir. 1979) (limits on market price damages; windfall concerns)