Also known as: identifies to the contract · identified to the contract · identifying to the contract · identification to the contract · identification of goods to the contract
Written by attorneys · grounded in primary & secondary sources — see below
An act by which a seller designates particular goods as the subject matter of a sales contract. Identification requires that the goods be set apart for the buyer either by agreement on specific items or by the seller's marking or appropriation of conforming goods.
Insight Consulting ordered 500 custom circuit boards from Inertia Dynamics. Inertia completed the boards, tagged each with Insight's purchase order number, and stored them in a labeled bin. Insight refused delivery. Inertia attempted to resell the boards but found no buyers at a reasonable price. Inertia sued for the contract price.
Icarus Aviation contracted to buy five specialized avionics units from Ideal Solutions. Ideal Solutions identified the units by serial number to the contract and stored them in its warehouse. Icarus failed to pay. Ideal Solutions sued for the price while continuing to hold the units for Icarus. When a third party offered a higher price, Ideal Solutions resold the units before judgment and credited the proceeds to Icarus.
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Isla Ireland ordered 2000 yards of specialty fabric from Ivy Ibarra's mill. Ivy identified a particular lot of fabric to the contract by marking the bolts. Ivy later repudiated. Isla purchased substitute fabric from another supplier at a higher price and sued for damages measured by the difference.
Ivan Ivanov agreed to buy 1000 bushels of wheat from Ingrid Innes for delivery in September. Ingrid repudiated in June. Ivan waited until late August before purchasing replacement wheat on the open market. The court measured damages from the date a commercially reasonable time after repudiation had passed.
Identification cannot occur until the goods exist and are designated for the contract. An agreement to sell next year's corn from a bare field creates only a contract to sell future goods. Title does not pass until the crop is grown and identified.
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Yes. When goods have been identified to the contract and the seller repudiates or fails to deliver, the buyer may recover those particular goods through replevin or specific performance if cover is impracticable or the goods are unique.
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An undivided share of an identified bulk such as corn in a named silo becomes identified goods once the parties specify the quantity from that bulk. The buyer acquires a present ownership interest in that share even without physical separation.
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A seller may identify conforming goods still in its possession to the contract and then pursue an action for the price if resale at a reasonable price proves impossible after reasonable effort.
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…has been paid (a) cover' and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or (b) recover damages for non-delivery as provided in this Article (Section 2-713). " Plaintiff, therefore, was privileged under Section 2-610 of the Uniform Commercial Code to…