Also known as: lot · commercial unit · UCC lot · UCC commercial unit
Written by attorneys · grounded in primary & secondary sources — see below
A discrete parcel or single article that serves as the subject matter of a separate sale or delivery under a contract for goods. Acceptance of any part of a commercial unit constitutes acceptance of the entire unit.
ShieldSure Insurance received 3,000 conforming automatic umbrellas and 2,000 nonconforming manual models in one delivery. It accepted the conforming commercial units and rejected the rest under the contract terms.
A seller delivered goods in discrete lots under a recorded general-plan declaration. Each lot transferred as a separate commercial unit carried the recorded use restrictions to the buyer as part of the goods contract.
A testator's will referred to a specific lot of goods not owned by the estate. Extrinsic evidence identified the intended commercial unit actually owned, allowing the court to construe the devise to pass that lot rather than fail.
Select any source to read its text and confirm it supports the definition.
Red Owl promised Hoffman a franchise site and inventory lot of goods. When the deal collapsed, the court examined whether the promised commercial unit of goods created enforceable reliance obligations.
Liggett shipped cartons of cigarettes as commercial units. Cipollone claimed the labels failed to warn adequately, raising whether acceptance of each lot triggered or preserved claims under federal preemption rules.
Kress refused Adickes service involving a commercial unit of goods in its store. The dispute turned on whether acceptance of that lot supported a conspiracy claim when state action was required for the refusal.
The buyer may reject the whole shipment, accept the whole shipment, or accept any commercial unit or units and reject the rest. Each box or discrete item typically qualifies as a separate commercial unit when the contract treats them as such.
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No. The buyer retains the immediate choice to reject the entire nonconforming tender rather than being forced to accept conforming units and litigate later. The rule applies to single-delivery contracts unless the parties agree otherwise.
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Yes. For a non-installment contract, any failure to conform in any respect permits rejection of the whole. The substantial impairment standard applies only to installment contracts or revocation of acceptance after the buyer has already accepted the goods.
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…and marinas; Parcel 2 for a retail and entertainment complex; Parcel 3 for office and retail space; Parcel 4A for a parking lot; Parcel 4B for a park; Parcel 5 for residential development; Parcel 6 for a Coast Guard museum; and Parcel 7 for office and retail space. The plan was approved by the city…