UCC stands for the Uniform Commercial Code, which governs many different types of contract interactions. Article 2 is a popularly cited provision in this body of statutes, since it governs contracts for the sale of goods between merchants or between a merchant and a non-merchant. The UCC basically sets forth standards of conduct that merchants are supposed to employ whenever engaging in business contracts and other matters
Transactions between non-merchants aren’t covered. The reason for this is that merchants are deemed to have special knowledge in their business practice; ordinary citizens don’t usually have such knowledge and therefore UCC standards don’t apply to them. Therefore, UCC Article 2 is often a major part of many breach of contract cases.
Article 2 covers many issues regarding the sale of goods between merchants. Some common issues covered include:
- The definition of "goods" (i.e., any tangible item that can be moved- this excludes services, non-tangible securities, and real property)
- Situations involving missing terms in a contract, such as a missing quantity, price, or a missing product description
- Conflicts involving offers and acceptances of contract terms
- Cases questioning prior business dealings between two merchant parties
- Modifications of contracts
- Exchange of consideration for items of value
Article 1 of the UCC covers general provisions for contracts and introduces several definitions. The remaining Articles of the Uniform Commercial Code cover other aspects of business interactions, such as credit, leases, payment obligations, and bulk transfers of business inventory. These can sometimes be intertwined with the issues covered in Article 2 of the Code, and can often be involved in the same lawsuit.
Contracts claims for businesses can sometimes be very complex, especially if the provisions of the UCC are involved. Oftentimes, an entire case will hinge on whether or not a UCC guideline applies to a case. You may wish to hire a business lawyer if you need help with a lawsuit. Your attorney can help you draft and review documents, and will be present to represent you during the actual trial.