2021 Tennessee Code
Part 7 - Remedies
§ 47-2-718. Liquidation or Limitation of Damages — Deposits

The buyer's right to restitution under subsection (2) is subject to offset to the extent that the seller establishes:
a right to recover damages under the provisions of this chapter other than subsection (1), 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); 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 chapter on resale by an aggrieved seller (§ 47-2-706).