Also known as: Uniform Commercial Code · UCC
Written by attorneys · grounded in primary & secondary sources — see below
A model statute that supplies uniform rules for the formation and enforcement of commercial contracts.
Ulric Unger orally agrees to sell Blackacre to Uma Upadhyay for $500,000. When Uma later refuses to close, Ulric sues for breach. The court holds the agreement unenforceable under the statute of frauds because the subject matter is an interest in land rather than goods. The distinction follows the rule that only goods fall within the Uniform Commercial Code's coverage for sales contracts.
Uriah Urban and Ursula Ung enter an oral agreement for the sale of equipment. After Ursula repudiates, Uriah sends a signed letter confirming the terms. The court enforces the contract because the letter satisfies the statute of frauds even though it was created after breach. The timing of the writing does not prevent it from serving as a sufficient memorandum.
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Union Steel receives a federal refund check drawn on the Treasury. After a forged endorsement, the United States sues the depositary bank in federal court. The court applies federal common law rather than any state version of the Uniform Commercial Code because the instrument implicates uniquely federal interests in uniform treatment of Treasury obligations.
No. The Uniform Commercial Code governs only sales of goods. Contracts involving interests in land remain subject to the statute of frauds under general contract principles and are not covered by the Code's sales article.
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Yes. A memorandum sufficient to satisfy the statute of frauds may be made or signed at any time, including after breach or repudiation. The Code does not require the writing to be contemporaneous with the contract.
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Federal common law governs when the paper consists of checks drawn on the United States Treasury. The need for national uniformity in handling federal obligations overrides state versions of the Code even when no federal statute directly addresses the precise issue.
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…Levine (47 Misc 2d 1, 5, affd 24 AD2d 1035): "A sale consists in the passing of title from the seller to the buyer for a price (Uniform Commercial Code, § 2-106, subd. [1]; Matter of Sears, Roebuck & Co. v. McGoldrick , 279 N.Y. 184, 187, supra; Matter of Pennsylvania Whiskey Distr. Corp. v. Bruckman , 256 App. Div. 781, 783; Hall v.…