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Sales Law

Contract Formation, Issues Arising Prior To Performance, Seller's Obligations, Warranties, Buyer's Obligations

The law relating to the transfer of ownership of property from one person to another for value, which is codified in Article 2 of the UNIFORM COMMERCIAL CODE (UCC), a body of law governing mercantile transactions adopted in whole or in part by the states.

The sale of a good, or an item that is moveable at the time of sale, is a transaction designed to benefit both buyer and seller. However, sales transactions can be complex, and they do not always proceed smoothly. Problems can arise at several phases of a sale, and at least one of the parties may suffer a loss. In recognition of these realities and of the basic importance of orderly commerce to society, legislatures and courts create laws governing sales of goods.

The most comprehensive set of laws on sales, the Uniform Commercial Code (UCC), is a collection of model laws on an assortment of commercial activities. The UCC itself does not have legal effect; it was written by the lawyers, judges, and professors in the American Law Institute (ALI) and the National Conference of Commissioners on Uniform State Laws (NCCUSL). All states have adopted the UCC in whole or in part by enacting the model laws contained in its 11 articles.

Article 2 of the UCC deals with the sale of goods. All states with the exception of Louisiana have enacted at least some of the model laws in Article 2. Laws on the sale of real estate and the sale of services are different from laws on the sale of goods, and they are excluded from Article 2. A service contract may be covered by the provisions in Article 2 insofar as it involves the transfer of goods, and courts may use Article 2 as a reference for interpreting laws on the sale of services. Some contracts are a blend of the sale of goods and the sale of services and may be covered by Article 2. For example, the service of food by a restaurant may be considered, for some purposes, a contract for a sale of goods (U.C.C. § 2-314).

Article 2 covers sales by both private individuals and merchants. Merchants are persons engaged in the business of buying or selling goods. A small number of provisions apply only to merchants, but otherwise the provisions cover all sales.


American Law Institute. Available online at <www.ali.org> (accessed August 10, 2003).

National Conference of Commissioners on Uniform State Laws. Available online at <www.nccusl.org> (accessed August 10, 2003).

"Sales." 1994. SMH Bar Review.

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