Acme Mills & Elevator Co. v. Johnson

Buyer sued the seller for breach of a contract to deliver wheat. The trial court dismissed the claim, and the buyer appealed.

Johnson agreed to deliver 2,000 bushels of wheat at $1.03 per bushel. He sold the wheat elsewhere. By the contractual delivery date the market price had fallen below the contract price.

Whether a buyer may recover damages for non-delivery when the market price at the time of delivery is below the contract price.

Damages for a seller's failure to deliver equal the difference between the contract price and the market price at the time and place of delivery. Where the market price is lower, the buyer has suffered no loss.

No. The buyer recovers nominal damages only; the breach caused no measurable loss.

Expectation damages protect the position the buyer would have occupied had the contract been performed. Because the buyer could purchase substitute wheat more cheaply, performance would have left it worse off.

Market-price measure of damages; UCC § 2-713 analogue.

Judgment affirmed.

No separate opinions were filed.

Pitfall: breach is conceded. The case is entirely about the damages measure, not liability.

A standard teaching vehicle for the principle that breach without loss yields nominal damages.

Hadley v. Baxendale, 9 Ex. 341 (1854).