                                 CODE OF VIRGINIA

SELLER&#8217;S RESALE INCLUDING CONTRACT FOR RESALE (§ 8.2-706)

1. Under the conditions stated in &#xA7; 8.2-703 on seller&#8217;s remedies, the
seller may resell the goods concerned or the undelivered balance thereof. Where
the resale is made in good faith and in a commercially reasonable manner the
seller may recover the difference between the resale price and the contract
price together with any incidental damages allowed under the provisions of this
title (&#xA7; 8.2-710), but less expenses saved in consequence of the
buyer&#8217;s breach.

2. Except as otherwise provided in subsection (3) or unless otherwise agreed
resale may be at public or private sale including sale by way of one or more
contracts to sell or of identification to an existing contract of the seller.
Sale may be as a unit or in parcels and at any time and place and on any terms
but every aspect of the sale including the method, manner, time, place and terms
must be commercially reasonable. The resale must be reasonably identified as
referring to the broken contract, but it is not necessary that the goods be in
existence or that any or all of them have been identified to the contract before
the breach.

3. Where the resale is at private sale the seller must give the buyer reasonable
notification of his intention to resell.

4. Where the resale is at public sale

   a. only identified goods can be sold except where there is a recognized market
   for a public sale of futures in goods of the kind; and

   b. it must be made at a usual place or market for public sale if one is
   reasonably available and except in the case of goods which are perishable or
   threaten to decline in value speedily the seller must give the buyer
   reasonable notice of the time and place of the resale; and

   c. if the goods are not to be within the view of those attending the sale the
   notification of sale must state the place where the goods are located and
   provide for their reasonable inspection by prospective bidders; and

   d. the seller may buy.

5. A purchaser who buys in good faith at a resale takes the goods free of any
rights of the original buyer even though the seller fails to comply with one or
more of the requirements of this section.

6. The seller is not accountable to the buyer for any profit made on any resale.
A person in the position of a seller (&#xA7; 8.2-707) or a buyer who has
rightfully rejected or justifiably revoked acceptance must account for any
excess over the amount of his security interest, as hereinafter defined
(subsection (3) of &#xA7; 8.2-711).

HISTORY: 1964, c. 219.