Also known as: UCC · U.C.C.
Written by attorneys — see sources below.
A uniform statute that governs commercial transactions such as the sale of goods, secured transactions, and negotiable instruments. The statute supplies rules for contract formation, performance, remedies, and security interests in personal property. It has been adopted with minor variations by every state except Louisiana.
Ugo Uberti agreed orally to pay Upstream Petroleum $500 if the company induced a third party to transfer Blackacre. When Upstream performed, Uberti refused payment on statute of frauds grounds. The court held the promise fell outside the statute because the underlying transfer concerned an interest in land rather than goods.
Unity Capital held a lost promissory note secured by Uriel Urban's home. When Unity sought to foreclose, the court required it to satisfy the lost-instrument rules before proceeding. The cited uniform act incorporated the UCC standard for who qualifies as the person entitled to enforce the note.
Universal Motors and Umeko Uchida reached an oral agreement for equipment sales. After a dispute arose, Universal sent a signed letter confirming the terms. The court treated the later writing as a sufficient memorandum under the statute of frauds because a memorandum may be adopted at any time.
Ulric Unger repudiated a contract to buy a boat from Ultrasonic Dynamics. The dealer proved it maintained an adequate inventory and could have sold the identical unit to another buyer. Under the Uniform Commercial Code the court awarded the dealer its lost profit plus incidental damages rather than merely the difference between contract and market price.
Plaintiffs contracted with defendant Retail Marine Corp. to purchase a new boat of a specified model for $12,587.40, initially depositing $40 and later increasing the deposit to $4,250 to obtain immediate delivery on a firm sale basis instead of the originally specified four-to-six-week period. Plaintiffs' attorney sent defendant a letter rescinding the contract on the ground that plaintiff Neri faced imminent hospitalization and surgery that would make payments impossible. The boat had already been ordered from the manufacturer and was delivered to defendant at or before receipt of the rescission letter. Plaintiffs commenced an action to recover their deposit after defendant declined to refund it. Defendant counterclaimed for breach of contract and damages in the amount of $4,250. Defendant obtained summary judgment on the issue of liability, after which Special Term directed an assessment of damages to determine whether plaintiffs were entitled to return of any portion of their down payment. At the damages hearing, the boat was shown to have been sold four months later to another buyer for the same price negotiated with plaintiffs. Defendant proved without contradiction that its profit on the contract sale would have been $2,579 and that it had incurred $674 in expenses for storage, upkeep, finance charges, and insurance during the period the boat remained unsold; defendant also sought $1,250 in attorneys' fees. The trial court awarded defendant $500 on its counterclaim and directed that plaintiffs recover the $3,750 balance of their deposit. The judgment was affirmed without opinion by the Appellate Division, and defendant appealed to the Court of Appeals by leave.
View caseUsha Upton purchased software from ProCD containing a license inside the box that limited use to one computer. After Upton copied the data for commercial resale, the court enforced the license terms. The Uniform Commercial Code supplied the framework for determining whether the additional terms became part of the contract.
ProCD, Inc. compiled information from more than 3,000 telephone directories into a computer database. The database cost more than $10 million to compile and is expensive to keep current. ProCD sells a version of the database called SelectPhone on CD-ROM discs. The company sold the database to the general public for personal use at a low price of approximately $150 for the set of five discs while selling information to the trade for a higher price. Every box containing its consumer product declares that the software comes with restrictions stated in an enclosed license. This license is encoded on the CD-ROM disks as well as printed in the manual and appears on a user's screen every time the software runs. The license limits use of the application program and listings to noncommercial purposes. Matthew Zeidenberg bought a consumer package of SelectPhone in 1994 from a retail outlet in Madison, Wisconsin. He formed Silken Mountain Web Services, Inc. to resell the information in the SelectPhone database. Zeidenberg purchased two additional SelectPhone packages, each with an updated version of the database. He made the latest information available over the World Wide Web for a price through his corporation. ProCD filed this suit seeking an injunction against further dissemination that exceeds the rights specified in the licenses. The district court held the licenses ineffectual because their terms do not appear on the outside of the packages. The court added that the second and third licenses stand no different from the first because they might have been different.
View caseUna Ueda was served with process while briefly present in California on unrelated business. The court upheld jurisdiction over her. Even short-term contacts can support certain commercial obligations without violating fairness standards under applicable uniform laws.
Dennis Burnham married Francie Burnham in 1976 in West Virginia. In 1977 the couple moved to New Jersey, where their two children were born. In July 1987 the Burnhams separated. Mrs. Burnham, who intended to move to California, was visiting her parents in that State when she filed for divorce in New Jersey on grounds of extreme cruelty, seeking spousal and child support, custody of the children, and possession of the family home. In early August 1987 petitioner visited Mrs. Burnham in California to discuss the children and the separation. He took the children to San Francisco for a few days. Upon returning the children to Mrs. Burnham, petitioner was served with a summons and complaint for divorce filed in California Superior Court that also sought custody of the children. After being served, petitioner returned to New Jersey. In January 1988 petitioner made a special appearance in the California action and moved to quash service of process on the ground that the court lacked personal jurisdiction over him. The Superior Court denied the motion, and the State Court of Appeal affirmed. The California Supreme Court denied review. The United States Supreme Court granted certiorari to resolve a conflict among the state and federal courts.
View caseNo. The statute also governs secured transactions, negotiable instruments, letters of credit, and other commercial matters. Article 2 addresses sales of goods while Articles 3, 7, and 9 cover additional topics.
Article 2 contains its own statute of frauds in section 2-201 that requires a writing for sales of goods priced at $500 or more. The Code's rules on memoranda and conduct recognizing a contract supplement general statute of frauds principles.
Yes. Section 2-204(2) expressly provides that an agreement sufficient to constitute a contract may be found even though the moment of its making is undetermined. Courts look to the parties' conduct and course of dealing.
Under section 2-708(2) a seller may recover lost profits plus incidental damages when the ordinary market-price measure would be inadequate. This rule applies when the seller has an unlimited supply or can readily obtain replacement goods.
…daresay a contractual exchange swapping those benefits for that power would not survive the "unconscionability" provision of the Uniform Commercial Code. Even less persuasive are the other "fairness" factors alluded to by JUSTICE BRENNAN. It would create "an asymmetry," we are told, if Burnham were permitted (as he is) to appear in…