Georgia § 11-2-718 - Liquidation or limitation of damages; deposits.

§ 11-2-718. Liquidation or limitation of damages; deposits.

Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty. Where the seller justifiably withholds delivery of goods because of the buyer's breach, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds: The amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with subsection (1) of this Code section; or In the absence of such terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or $500.00, whichever is smaller. The buyer's right to restitution under subsection (2) of this Code section is subject to offset to the extent that the seller establishes: A right to recover damages under the provisions of this article other than subsection (1) of this Code section; and The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract. Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2) of this Code section; but if the seller has notice of the buyer's breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this article on resale by an aggrieved seller (Code Section 11-2-706). (Code 1933, § 109A-2 - 718, enacted by Ga. L. 1962, p. 156, § 1.) Law reviews. - For article, "Consumer Protection Against Sellers Misrepresentations," see 20 Mercer L. Rev. 414 (1969). For article discussing the applicability of warranty provisions under the Uniform Commercial Code to domestic solar energy devices, see 30 Mercer L. Rev. 547 (1979). For note, "Buyer's Right to Revoke Acceptance Against the Automobile Manufacturer for Breach of its Continuing Warranty of Repair or Replacement," see 7 Ga. L. Rev. 711 (1973). For comment on Felder v. Neeves, 36 Ga. App. 41 , 135 S.E. 219 (1926), see 1 Ga. L. Rev. No. 1 P. 51 (1927). For comment, "Refocusing Liquidated Damages Law for Real Estate Contracts: Returning to the Historical Roots of the Penalty Doctrine," see 39 Emory L.J. 267 (1990).