Guide · Commercial

Sales of Goods Under UCC Article 2: A Comprehensive Guide to Formation, Warranties, and Remedies

Type
Guide
Jurisdiction
National
Date
2024-05-19
Topic
Commercial

A complete practitioner's treatment of the law of sales for transactional and litigation counsel. Part I covers scope, the predominant purpose test for hybrid contracts, software transactions, and when the CISG displaces Article 2. Part II works formation: the statute of frauds and the merchant confirmation exception that binds a party who never signed, offer and acceptance, Section 2-207 and the three-step battle of the forms analysis, firm offers, modification without consideration and the limits of no-oral-modification clauses, parol evidence, and unconscionability. Part III covers the gap fillers that supply terms the parties never discussed. Parts IV and V cover the warranty structure and the specific words and conspicuousness required to disclaim it, together with remedy limitations and the failure-of-essential-purpose doctrine and the split over whether a consequential damages exclusion survives it. Part VI covers title, risk of loss, and delivery terms including the relationship between UCC shipment terms and Incoterms. Part VII covers performance from perfect tender through cure, rejection, acceptance, revocation, and the notice of breach requirement that bars more claims than any other provision. Parts VIII through XI cover excuse and adequate assurance, seller and buyer remedies, the four-year limitations period running from tender, and the economic loss rule. Parts XII through XV cover Article 2A leases, the CISG, drafting guidance, and the verification list.

Sales of Goods Under UCC Article 2: A Comprehensive Guide to Formation, Warranties, and Remedies

Commercial > Sale of Goods | Published 19 May 2024 - Updated 12 June 2026 | UpLaw - uplaw.us

In brief. Article 2 is a deliberate departure from common law contract doctrine, built to match how merchants actually behave rather than how nineteenth-century contract theory said they should. Contracts form despite mismatched terms. Warranties arise without being promised. Remedy limitations can evaporate mid-dispute. And a limitations clock starts at delivery whether or not anyone knew there was a problem. Every one of those departures catches practitioners who assume the rules they learned in first-year contracts still apply.

The full text of this document is available to Executive subscribers and above. See plans.