Also known as: transaction in goods · transactions involving goods · sale of goods · UCC 2
Written by attorneys · grounded in primary & secondary sources — see below
A category of dealings to which Article 2 of the Uniform Commercial Code applies. The category consists of contracts for the present or future sale of movable things that have a physical existence at the time of identification to the contract.
Tracy Torres agreed by phone to buy $2,000 worth of custom engine parts from Thunderbolt Motors. No signed writing existed. When Thunderbolt later refused to deliver, Torres could not enforce the agreement because the price exceeded the statutory threshold and no qualifying record had been created.
Terra Financial ordered servers from Tundra Resources and paid a deposit. Tundra shipped the servers and Terra accepted them without objection. The parties' conduct of payment and acceptance established an enforceable contract even though the precise moment of formation remained unclear.
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Tonya Takahashi bought a new vehicle from Thunderbolt Motors under a contract that also included optional extended service. The sale-of-goods aspects predominated. Article 2 therefore supplied the governing rules for the entire transaction.
Tiffany Torres leased an apartment whose landlord had promised habitable conditions. The court applied the same implied-warranty analysis used for sales of goods. The landlord's breach therefore gave rise to the same tenant remedies available in a goods transaction.
Tristan Thompson contracted with Aluminum Company of America to purchase aluminum ingots over several years at a fixed price formula. When market prices rose sharply, the buyer sought to enforce the original terms. The court treated the arrangement as a classic transaction in goods and applied Article 2 doctrines to resolve the price dispute.
Nanakuli Paving purchased asphalt from Shell Oil under a long-term supply agreement. Shell raised prices contrary to the parties' established practice of price protection. The court enforced the course of dealing that had governed prior transactions in goods between the same parties.
Goods are all things that are movable at the time of identification to the contract, including specially manufactured items. The definition excludes real property, services, and intangible rights. Transactions involving only those excluded items fall outside Article 2.
Supporting sources
Article 2 governs the transaction to the extent the sale-of-goods aspects predominate. When services predominate, only the goods-related provisions apply. Courts examine the dominant purpose of the bargain to decide predominance.
Supporting sources
A contract for the sale of goods priced at $500 or more is unenforceable without a signed record indicating the contract was made. The record need not contain every agreed term, but it must show quantity. Between merchants a timely confirmation can satisfy the requirement unless objected to within ten days.
Supporting sources
Yes. A contract for the sale of goods may be formed 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 enforceability if the parties intended a contract and a remedy can be fashioned.
Supporting sources
…to the plaintiffs against both defendants. I. The Claim of Implied Warranty Against the Manufacturer. In the ordinary case of sale of goods by description an implied warranty of merchantability is an integral part of the transaction. R. S. 46:30-20. If the buyer, expressly or by implication, makes known to the seller the…