N.C.P.I.—Civil 504.30

The (state number) issue reads:

"Did the plaintiff conduct the resale of (name goods) in good faith

and in a commercially reasonable manner?"

(You will answer this issue only if you have answered the (state

number) issue "Yes" in favor of the plaintiff.)

On this issue the burden of proof is on the plaintiff. This means

that the plaintiff must prove, by the greater weight of the evidence, that

the plaintiff conducted the resale of (name goods) in good faith and in a

commercially reasonable manner.

The law provides that where the buyer [wrongfully rejects the

goods] [wrongfully revokes acceptance of the goods] [fails to make a

payment due on or before delivery] [repudiates the contract],1 the seller

may resell (the undelivered balance of) the goods concerned. If he does

so, the resale must be in good faith and in a commercially reasonable

manner.2

Good faith means honesty in fact in the conduct or transaction

concerned3 (and, in the case of a merchant,4 also means the observance

of reasonable commercial standards of fair dealing in the trade).5

Every aspect of the resale must be commercially reasonable,

including the method, manner, time, place and terms of resale.6 The

resale must be reasonably identified as referring to the broken contract.7

(The resale may occur through one or more transactions, and in whole or

multiple units.8).

[Private Resale. (Unless otherwise agreed,) the resale may be by

private sale, but the seller must give the buyer reasonable notice of his

intention to resell. 9 (The seller may use the goods to fulfill an already

existing sales contract and treat it as a resale.10)

[Public Resale. (Unless otherwise agreed,) the resale may be by

public resale, but 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

the resale must be made at a usual place or market for public sale if one

is reasonably available; and the seller must give the buyer reasonable

notice of the time and place of the resale 11 (except in the case of goods

which are perishable or threaten to decline in value speedily); and

[the goods to be sold must be within the view of those attending

the resale]

[the notification of sale must state the place where the goods are

located and provide for their reasonable inspection by prospective

bidders].

(The seller may buy at a public resale of the goods.12)13

Finally, as to this (state number) issue upon which the plaintiff has

the burden of proof, if you find by the greater weight of the evidence that

the plaintiff conducted the resale of (name goods) in good faith and in a

commercially reasonable manner, then it would be your duty to answer

this issue "Yes" in favor of the plaintiff.

If, on the other hand, you fail to so find, then it would be your duty

to answer this issue "No" in favor of the defendant.