The Uniform Commercial Code (UCC) is a model statute that has been adopted by every state in the United States in its entirety (except for Louisiana). The UCC is most often used to resolve contract disputes for the sale of goods.
What Parts of the UCC Govern the Sale of Goods?
When a sale of goods dispute arises, the UCC is the body of law that governs. However, a sale of goods dispute is governed only by Article 2 of the UCC. Every other article in the UCC governs a different type of transaction.
What Is Considered a Sale of Goods?
Something is a sale if the ownership of the goods is passed from a seller to a buyer for a price. Getting a loan from the bank is not a sale because noting in fact passes from seller to buyer. Something is a good if the item is tangible and movable. Thus, selling the rights to a trademark is not a sale of goods because the trademark is not tangible. The sale of your home is also not a sale of goods because the home is not movable. The UCC will govern the dispute only if the "goods" criteria are satisfied.
What Are Some Examples of a Sale of Goods?
Here are some examples of a sale of goods:
- Buying a television from an electronics store
- Selling your used car to another individual
- A coffee company purchasing coffee grounds daily from a Columbian company
What Are Some Examples of Transactions that Are Not Sales of Goods?
As stated, Article 2 of the UCC only governs a sale of goods. Here are some transactions that are not considered a sale of goods:
- Selling your home or other real estate (not movable)
- Hiring an attorney (this is a service, not a good)
- Buying shares on a stock market (stocks are not tangible)
What Are Common Terms in a Sale of Goods Contract?
Unlike most contracts, a sale of goods contract does not need to specify the exact terms and conditions. Instead, many terms can be left open and negotiated between the parties even after the contract is formed. Here are some terms that may be left open:
- Price - the price to pay to buy or sell the goods
- Payment - when, where, and how payment will be made
- Delivery - where to deliver the goods once they are bought
- Quantity - contract may specify a minimum or maximum amount of how much you need to buy
Does a Sale of Goods Contract Need to Be in Writing?
The Uniform Commercial Code (UCC) has provisions that require some sale of goods contracts to be in writing in order to be legally enforceable. These provisions are known as the Statute of Frauds. The general rule for a sale of goods contract is that if the price for the goods are over $500, the contract must be in writing.
How Can an Attorney Help Me?
There are experienced attorneys that specialize in dealing only with sale of goods disputes. If you are in a contract for a sale of goods, talk to an attorney to learn more about your rights and defenses. If you are in a legal dispute over a sale of goods, contact an attorney to recover the losses you have suffered. You may wish to contact a business attorney immediately.