Business and Commercial Law
The Sale, Lease and Distribution of Goods
Contracts for the sale, lease and/or distribution of goods are primarily governed by state law. Specifically, most states have adopted the Uniform Commercial Code (UCC) with regard to these topics. A business and commercial law attorney from Lewis & Kappes in Zionsville, IN, can assist you with your UCC questions.
Sale of goods
Sales involving goods are governed by Article 2 of the UCC. Section 2-106 of the UCC defines a "sale" as a transaction in which title to goods passes from the seller to the buyer for a price. Section 2-103 identifies "goods" as all things which are movable at the time of identification of the contract for sale. The UCC does not apply to any sale that is simply intended to operate as a secured transaction. In general, Article 2 is similar to the traditional common law of contracts. However, it does differ in some important aspects because it was tailored with modern commercial transactions in mind.
UCC Article 2 provides rules for all phases of a sales contract, including formation, modification and remedies upon breach. The leasing of goods is regulated by Article 2A. Detailed discussion of these topics are beyond the scope of this article. Contact an attorney for more detail.
An important part of Article 2 of the UCC pertains to warranties. Under the UCC there are four types of warranties:
Duty of good faith
It should also be noted that there is a duty of "good faith" under UCC section 1-203 that is applicable to all UCC sections including the sales provisions. "Good faith" can be defined as the duty to make an honest and sincere effort to fulfill obligations under the contract. There can be no fraud or intentional seeking of unfair advantage.
Speak to a commercial law attorney
As discussed, the sale and lease of goods is primarily governed by the UCC. In general the UCC adopts much of the common law of contracts. However, there are important differences of which a seller, buyer, lessee or lessor of goods must be aware. Contact Lewis & Kappes in Zionsville, IN, today to schedule a consultation with a business lawyer who can answer your questions about commercial transactions.
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