Tongish v. Thomas

251 Kan. 728, 840 P.2d 471 (1992)

Quick Summary

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Decatur Coop Association (plaintiff) contracted with Dennis Tongish (defendant) to purchase sunflower seeds for resale. Tongish breached this contract when he sold the remaining seeds to another buyer at a higher market rate. The issue presented was regarding how damages should be calculated.

The Kansas Supreme Court ultimately affirmed that damages should reflect the difference between market and contract prices, prioritizing contractual obligations over individual profit.

Facts of the Case

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The Decatur Coop Association (plaintiff) had entered into a contractual agreement with Dennis Tongish (defendant), a farmer, to purchase his sunflower seeds. The Coop’s intended to resell these seeds to Bambino Bean & Seed, Inc., at the same rate they paid the farmer, with the addition of a handling fee that represented their profit margin.

After delivering part of his crop, Tongish observed a significant market price increase for sunflower seeds and elected to sell the remaining portion to another buyer at a higher price, breaching his contract with Coop. The Coop pursued legal action against Tongish for failing to honor their agreement.

Procedural Posture and History

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  1. Coop filed a lawsuit against Tongish for breach of contract.
  2. The trial court determined that Tongish breached the contract without justification and awarded Coop damages based on lost handling fees.
  3. The Coop appealed the decision regarding the calculation of damages.
  4. The appellate Court reversed the trial court’s decision, favoring market price damages under Section 2-713 of the Uniform Commercial Code.
  5. Tongish appealed the appellate Court’s decision.

I.R.A.C. Format


Issue Icon

Whether the damages due to Coop for Tongish’s breach should be calculated based on actual lost profits or the difference between the market price.

Rule of Law

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The appropriate measure of damages for non-delivery in sales contracts is governed by Section 2-713 of the Uniform Commercial Code (UCC).

Reasoning and Analysis

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The Court’s reasoning centered around two contrasting provisions within UCC: Section 1-106, which seeks to put an aggrieved party in as good a position as if the contract had been performed, and Section 2-713, which specifies that damages for non-delivery are the difference between market price at the time of breach and contract price.

It was determined that while Section 1-106 provided general guidance, Section 2-713 offered a specific remedy for this situation. The Court argued that adherence to Section 2-713 promotes honoring contracts and market stability, preventing sellers from reaping profits by breaching contracts when market prices become favorable.


Conclusion Icon

The Kansas Supreme Court affirmed the appellate Court’s reversal of the trial court. It concluded that damages should be awarded based on the difference between market price and contract price under KSA 84-2-713.

Key Takeaways

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  1. In breach of sales contracts, damages are typically measured by market price versus contract price.
  2. The UCC provides specific remedies prioritizing contractual integrity and market stability.
  3. Parties cannot rely on actual lost profits as a damage measure when a specific UCC section is applicable.

Relevant FAQs of this case

How does the UCC guide breach of contract remedies?

The UCC provides specific remedies. 

  • For example: Section 2-715 allows buyers to claim incidental and consequential damages in a sales contract breach.

Why is adherence to specific UCC sections crucial in determining breach of contract damages?

Adherence ensures consistency. 

  • For example: Following Section 2-709 for lost profits calculation maintains a standardized approach in sales contracts.

How does adherence to market price prevent sellers from profiting through contract breaches?

It prevents sellers from exploiting market conditions. 

  • For example: Section 2-713 restricts sellers from benefiting more by selling elsewhere during a price increase.


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