Written by attorneys · grounded in primary & secondary sources — see below
Goods that are neither existing nor identified to a contract for sale at the time of the purported transfer. A present sale of such goods cannot pass any interest in them and instead creates only a contract to sell once the goods come into existence and are identified.
Sources & Authorities
How it applies
Common Examples
2
Unproduced Robotic Arms
RoboTech signed an agreement with Apex Factory to sell ten robotic arms from its first production run. At signing the production line remained in testing, so no arms had been manufactured or set aside for Apex. The agreement therefore created only a contract obligating RoboTech to produce and identify the arms later rather than transferring any present ownership interest.
Nonexistent Printed Matter
Media Graphics contracted to sell printed materials that had not yet been created or designated for the buyer. Because the items did not exist and had not been identified at contracting, the transaction operated solely as a contract to sell once the materials were later produced and marked for the buyer.
Put it into practice
Test Yourself
10
Practice Questions5
· 3 primary sources
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Study Supplements
Dictionaries
Media Graphics, Inc. v. Director, Division of Taxation7 N.J. Tax 23 (N.J. Tax Ct. 1984)
Common questions
Frequently Asked
4
What legal effect follows when parties attempt a present sale of goods that do not yet exist?+
The transaction operates only as a contract to sell. No ownership interest passes until the goods both exist and are identified to the contract.
Supporting sources
When does identification of future goods occur under the UCC?+
Identification occurs when the seller ships, marks, or otherwise designates the goods as those to which the contract refers.
Supporting sources
Does a buyer's payment or preparation for future goods create a present property interest?+
No. Reliance or deposit payments do not satisfy the statutory requirements of existence and identification, so the buyer holds only contractual rights.
Supporting sources
How does the future-goods rule affect a claim that specific items already belong to the buyer?+
The claim fails because title never passed at formation. The buyer may pursue contract remedies for breach but cannot assert ownership of particular goods that remained future at contracting.
Supporting sources
ContractsPerformance, breach, and discharge · Other performance matters (including cure, identification, notice, and risk of loss)UBEFoundational