1. (a) The remedies provided by this subtitle must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed, but neither consequential or special damages nor penal damages may be awarded except as specifically provided in this subtitle or by other rule of law.
2. (b) Any right or obligation declared by this subtitle is enforceable by action unless the provision declaring it specifies a different and limited effect.

Uniform Commercial Code Comment

3. “Consequential” or “special” damages and “penal” damages are not defined in the Uniform Commercial Code; rather, these terms are used in the sense in which they are used outside the Uniform Commercial Code.

2. Under subsection (b), any right or obligation described in the Uniform Commercial Code is enforceable by action, even though no remedy may be expressly provided, unless a particular provision specifies a different and limited effect. Whether specific performance or other equitable relief is available is determined not by this section but by specific provisions and by supplementary principles. Cf. Sections 1-103, 2-716.

1. Subsection (a) is intended to effect three propositions. The first is to negate the possibility of unduly narrow or technical interpretation of remedial provisions by providing that the remedies in the Uniform Commercial Code are to be liberally administered to the end stated in this section. The second is to make it clear that compensatory damages are limited to compensation. They do not include consequential or special damages, or penal damages; and the Uniform Commercial Code elsewhere makes it clear that damages must be minimized. Cf. Sections 1-304, 2-706(1), and 2-712(2). The third purpose of subsection (a) is to reject any doctrine that damages must be calculable with mathematical accuracy. Compensatory damages are often at best approximate: they have to be proved with whatever definiteness and accuracy the facts permit, but no more. Cf. Section 2-204(3).

Changes from former law: Other than changes in the form of reference to the Uniform Commercial Code, this section is identical to former Section 1-106.

Source: Former Section 1-106.

History

Dec. 30, 1963, 77 Stat. 637, Pub. L. 88-243, § 1

Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634

Prior Codifications

1973 Ed., § 28:1-106.

1981 Ed., § 28:1-106.

2001 Ed., § 28:1-106.

Section References

This section is referenced in § 28:2A-501.