Incidental Damages – commercial term for consequential damages; losses reasonably associated with or related to actual damages

incidental damages:

l. Losses reasonably associated with or related to actual damages.

2. A seller’s commercially reasonable expenses incurred in stopping delivery or in transporting and caring for goods after a buyer’s breach. UCC § 2-710.

3. A buyer’s expenses reasonably incurred in caring for goods after a seller’s breach. UCC § 2-715(1). [1]

1. The term used in the Uniform Commercial Code for consequential damages.  They include charges incurred in connection with stopping delivery or returning goods when there has been a breach of contract. [2]

     Excerpt from James J. White & Robert S. Summers’ Uniform Commercial Code (4th ed. 1995).:

     “What are incidental damages?  The Code does not define incidental damages; rather 2415(1) lists many expenses that are included as incidental damages. However, Comment 1 to 2-715 stresses that those listed ‘are not intended to be exhaustive’ but are merely illustrative of the typical kinds of incidental expenses that can be recovered under 2-715:

(1) those associated with rightful rejection (for instance, inspection and storage);
(2) those associated with a proper revocation of acceptance; and
(3) those involved in effecting cover.


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[1]: Black’s Law Dictionary Deluxe Tenth Edition by Henry Campbell Black, Editor in Chief Bryan A. Garner. ISBN: 978-0-314-61300-4

[2]: Ballantine’s Law Dictionary Legal Assistant Edition by Jack Ballantine (James Arthur 1871-1949).  Doctored by Jack G. Handler, J.D. © 1994 Delmar by Thomson Learning.  ISBN 0-8273-4874-6.

[3]: 1 James J. White & Robert S. Summers, Uniform Commercial Code 5 10-3, at 561-62 (4th ed. 1995).


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