Uniform Commercial Code, Article 2 — Sales

Editorial note. Article 2 succeeded the Uniform Sales Act of 1906 (drafted by Samuel Williston). Karl N. Llewellyn served as Chief Reporter for the 1952 Official Text. Every U.S. State except Louisiana has enacted Article 2, generally following the 1962 Official Text with local variations.

Editorial note. To simplify, clarify, and modernize the law of sales; to conform commercial law to actual mercantile practice; to permit the continued expansion of commercial practices; and to make uniform the law among the jurisdictions. See U.C.C. § 1-103(a).

Editorial note. Applies to transactions in goods (§ 2-102). 'Goods' means all things movable at the time of identification to the contract (§ 2-105). Fixtures, timber to be cut, minerals, growing crops, and other things attached to or forming part of realty are treated under § 2-107.

Editorial note. Article 2 supplies default rules of contract formation (§§ 2-204 through 2-210), warranty (§§ 2-312 through 2-318), performance (§§ 2-301 through 2-328), breach (§§ 2-601 through 2-616), and remedies (§§ 2-701 through 2-725), each subject to variation by the parties' agreement and to the good-faith obligation of § 1-304.

Editorial note. Article 2 borrows Article 1's general definitions and construction rules. Article 2A (Leases) parallels Article 2 for lease transactions. Article 9 governs security interests in goods sold; § 2-107 coordinates with Article 9 on goods to be severed from realty. Article 3 governs negotiable instruments used to pay for goods.

Editorial note. Article 2 introduced the merchant rules (§§ 2-104, 2-201(2), 2-205, 2-207, 2-209, 2-314), the implied warranty of merchantability (§ 2-314), the perfect-tender rule (§ 2-601) subject to cure (§ 2-508) and installment-contract limitations (§ 2-612), and the modern doctrine of unconscionability (§ 2-302).

Editorial note. Article 2 is accompanied by Official Comments authored by Karl Llewellyn and successor Reporters. The Comments explain the origin, purpose, and intended application of each section and are routinely cited by courts.

Editorial note. Every State except Louisiana has enacted Article 2. State variations are significant on the Statute of Frauds threshold (§ 2-201), the perfect-tender rule, and the interpretation of § 2-207 (battle of the forms). The 2003 Amendments have not been enacted anywhere and were withdrawn.

Editorial note. Article 2 is one of the most heavily litigated Articles of the Code. Foundational cases include Klocek v. Gateway (D. Kan. 2000) on § 2-207 rolling contracts; ProCD v. Zeidenberg (7th Cir. 1996) on shrinkwrap; and hundreds of state decisions interpreting §§ 2-201, 2-302, 2-314, 2-315, and 2-608.

Editorial note. Article 2 remains the primary source for the sale of tangible goods. Courts have extended Article 2 by analogy to hybrid transactions involving both goods and services (the 'predominant purpose' or 'gravamen' tests) and, in some jurisdictions, to sales of computer software.

Editorial note. See U.C.C. §§ 2-107 (goods to be severed); 2-201 (statute of frauds); 2-207 (battle of the forms); 2-302 (unconscionability); 2-314 (implied warranty of merchantability); Statute of Frauds, 29 Car. 2, c. 3 (1677); Restatement (Second) of Contracts (Am. L. Inst. 1981).

Editorial note. Any transaction involving movable personal property must be analyzed first under Article 2. Practitioners must consult the enacted text of the governing jurisdiction and its state-specific variations.