Written by attorneys · grounded in primary & secondary sources — see below
A uniform statute governing commercial transactions that has been enacted with variations in every state. It supplies rules for sales of goods, negotiable instruments, secured transactions, and related matters.
Sources & Authorities
How it applies
Common Examples
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Land Interest Outside Goods Definition
Uma Underwood orally promises Ugo Ucelli $500 if Ugo induces a neighbor to sell Blackacre. When the neighbor refuses, Uma withholds payment. The promise falls outside the statute of frauds because the underlying interest is land rather than goods under the UCC.
Enforcer Status Under Negotiable Instrument
Union Steel holds a promissory note from Ultimate Solutions that has been lost. Union seeks to foreclose on the home securing the note. Union must satisfy the lost-instrument requirements because it is not in possession of the negotiable instrument governed by the UCC.
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Uniform Acts
Restatements
Casebooks
Hornbooks
Course Outlines
Study Supplements
Dictionaries
Uri Underwood and Ulric Unger form an oral agreement for the sale of equipment. After Ulric repudiates, Uri sends a signed letter confirming the terms. The letter satisfies the statute of frauds because a memorandum may be created after formation under the UCC.
Trade Usage Evidence in Supply Contract
Universal Motors contracts with Urban Logistics to supply asphalt at a fixed price. When prices spike, Urban claims a trade usage allows price adjustments. The court admits evidence of the usage because the UCC permits course of dealing and trade usage to supplement express terms.
Nanakuli Paving & Rock Sales, Inc. v. Shell Oil Co.664 F.2d 772 (9th Cir. 1991)
Shrinkwrap Terms Enforceability
Ulf Ulfsson buys software from ProCD. The box contains a license restricting resale. Ulf resells the software anyway. The license terms are enforceable because the UCC treats additional terms in the box as part of the contract when the buyer has an opportunity to return the goods.
ProCD, Inc. v. Zeidenberg86 F.3d 1447 (7th Cir. 1996)
Impracticability in Shipping Contract
Transatlantic Financing agrees to ship goods around Africa. The Suez Canal closes, forcing a longer route. Transatlantic claims the closure excuses performance. The claim fails because the UCC requires that the contingency render performance commercially impracticable, not merely more expensive.
Transatlantic Financing Corp. v. United States363 F.2d 312 (D.C. Cir. 1966)
Common questions
Frequently Asked
4
Does the UCC apply only to sales of goods?+
No. The UCC covers sales of goods in Article 2 but also governs negotiable instruments in Article 3, secured transactions in Article 9, and other commercial matters.
Can a memorandum created after breach satisfy the statute of frauds under the UCC?+
Yes. A signed writing made after formation or even after breach can serve as a sufficient memorandum.
How does the UCC define goods for statute of frauds purposes?+
Goods are movable things at the time of identification to the contract. Interests in land fall outside this definition.
What must a person show to enforce a lost negotiable instrument under the UCC?+
The person must prove entitlement to enforce under UCC Section 3-301 and satisfy additional requirements for lost instruments.
32 N.J. 358, 161 A.2d 69 (1960)Torts
…to the public good as to compel an adjudication of its invalidity. See 57 Yale L. J., supra , at pp. 1400-1404; proposed Uniform Commercial Code , 1958 Official Text , § 2-302. The trial court sent the case to the jury against Chrysler on the theory that the evidence would support a finding of breach of an implied warranty of…