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Oklahoma · Snapshot open-us-law v2026.08, retrieved 2026-09-14

Okla. Stat. tit. 12A, § 12A-2-718: Liquidation or Limitation of Damages; Deposits

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Where this section sits in the code
  1. OK Code
  2. Title 12A

(1) 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.

(2) 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

(a) the amount to which the seller is entitled by virtue

of terms liquidating the seller's damages in accordance with

subsection (1), or

(b) in the absence of such terms, twenty percent (20%) of

the value of the total performance for which the buyer is obligated

under the contract or Five Hundred Dollars ($500.00), whichever is

smaller.

(3) The buyer's right to restitution under subsection (2) is

subject to offset to the extent that the seller establishes

(a) a right to recover damages under the provisions of

this article other than subsection (1), and

(b) the amount or value of any benefits received by the

buyer directly or indirectly by reason of the contract.

(4) 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); 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 (Section 2-706).

Collected 2026-09-14T18:32:36Z. Source file · JSON

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