(a) The remedies provided by the Uniform Commercial Code [55-1-101 NMSA 1978] must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in the Uniform Commercial Code or by other rule of law.

(b) Any right or obligation declared by the Uniform Commercial Code is enforceable by action unless the provision declaring it specifies a different and limited effect.

History: 1953 Comp., § 50A-1-106, enacted by Laws 1961, ch. 96, § 1-106; 1978 Comp. §55-1-106; recompiled by compiler as 1978 Comp. § 55-1-106; Laws 2005, ch. 144, § 19.

OFFICIAL COMMENTS

UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.

Source. — Former Section 1-106 [55-1-106 NMSA 1978].

Changes from former law. — Other than changes in the form of reference to the Uniform Commercial Code, this section is identical to former Section 1-106.

1. Subsection (a) is intended to effect three propositions. The first is to negate the possibility of unduly narrow or technical interpretation of remedial provisions by providing that the remedies in the Uniform Commercial Code are to be liberally administered to the end stated in this section. The second is to make it clear that compensatory damages are limited to compensation. They do not include consequential or special damages, or penal damages; and the Uniform Commercial Code elsewhere makes it clear that damages must be minimized. Cf. Sections 1-304, 2-706(1), and 2-712(2) [55-1-304, 55-2-706(1), and 55-2-712(2) NMSA 1978, respectively]. The third purpose of Subsection (a) is to reject any doctrine that damages must be calculable with mathematical accuracy. Compensatory damages are often at best approximate: they have to be proved with whatever definiteness and accuracy the facts permit, but no more. Cf. Section 2-204(3) [55-2-204(3) NMSA 1978].

2. Under Subsection (b), any right or obligation described in the Uniform Commercial Code is enforceable by action, even though no remedy may be expressly provided, unless a particular provision specifies a different and limited effect. Whether specific performance or other equitable relief is available is determined not by this section but by specific provisions and by supplementary principles. Cf. Sections 1-103, 2-716 [55-1-103, 55-2-716 NMSA 1978].

3. "Consequential" or "special" damages and "penal" damages are not defined in the Uniform Commercial Code; rather, these terms are used in the sense in which they are used outside the Uniform Commercial Code.

Compiler's notes. — Laws 2005, ch. 144, § 19, effective January 1, 2006, enacted a new 55-1-305 NMSA 1978 relating to remedies to be liberally administered, which is almost identical to former 55-1-106 NMSA 1978 relating to remedies to be liberally administered, repealed by Laws 2005, ch. 144, § 6. For repeal and reenactment of a law that is not a new enactment, see 12-2A-14 NMSA 1978 . For provisions of former 55-1-106 NMSA 1978, see the 2004 NMSA 1978 on NMOneSource.com.