Also known as: sales of goods · sale-of-goods · SOGA · goods sale contract
Written by attorneys · grounded in primary & secondary sources — see below
A contract in which title to movable things passes from the seller to the buyer for a price. The transaction must involve goods that are movable at the time of identification to the contract rather than real property or services.
Sierra Santos ordered $1,200 worth of custom fabric from Solstice Ventures. Solstice sent a signed confirmation listing the quantity and price. Santos received the document but raised no objection within ten days. When Solstice later refused to deliver, the confirmation satisfied the writing requirement against Santos.
Sophia Singh placed an order for office chairs with Skyline Construction. The supplier delivered the chairs and Singh paid the invoice without protest. Although the parties never exchanged a signed writing, their conduct of delivery and payment demonstrated agreement to the sale.
Select any source to read its text and confirm it supports the definition.
Spencer Silver purchased software from Summit Bank. The box stated that opening the package constituted acceptance of the license terms inside. Silver opened the package and used the software. The conduct of opening and using the product formed a binding contract for the sale of goods.
Sylvia Santos rented a washing machine from Southland Foods for use in her apartment. The machine repeatedly broke down. The rental carried an implied warranty of merchantability because the transaction involved goods even though framed as a lease.
Scott Summers bought a new car from a dealer. The steering mechanism failed shortly after purchase, causing an accident. The sale carried an implied warranty that the vehicle was fit for ordinary driving purposes.
Seth Shapiro purchased paving materials from a supplier under a long-term arrangement. The supplier raised prices without notice, contrary to prior dealings. The established course of dealing supplied the missing price term and bound the parties to the prior pricing practice.
Article 2 applies when the contract is for the sale of goods rather than services or real property. Goods are all things movable at the time of identification to the contract. If goods predominate in a hybrid transaction, Article 2 governs the sale aspects.
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A contract for the sale of goods priced at $500 or more is unenforceable without a sufficient signed record. Between merchants, a written confirmation received without objection within ten days satisfies the requirement against the recipient.
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A contract may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of the contract. The moment of formation need not be pinpointed and open terms do not defeat the contract if the parties intended to be bound.
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Goods are movable things at the time of identification to the contract. Contracts for land, employment services, or predominant services fall outside Article 2 even if goods are incidentally involved.
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…disposition has appeared in a number of jurisdictions to break through the narrow barrier of privity when dealing with sales of goods in order to give realistic recognition to a universally accepted fact. The fact is that the dealer and the ordinary buyer do not, and are not expected to, buy goods, whether they be…