Also known as: UCC · Uniform Commercial Code
Written by attorneys · grounded in primary & secondary sources — see below
A uniform statute adopted in nearly every state that governs commercial transactions. It supplies default rules for the sale of goods, negotiable instruments, secured transactions, and related subjects when parties leave terms open or when disputes arise over formation, performance, or remedies.
Ursula Upton orally promises Uri Underwood a $500 commission if Uri induces a third party to transfer Blackacre. Because the promise concerns an interest in land rather than goods, the U.C.C. does not apply and the agreement falls outside its statute-of-frauds coverage for sales of goods.
United Bank holds a promissory note secured by a home mortgage but loses the instrument. To commence foreclosure the bank must satisfy the U.C.C. requirements for enforcement of a lost negotiable instrument under the cited uniform act provision.
Select any source to read its text and confirm it supports the definition.
Ugo Uberti and Urban Logistics form an oral contract for the sale of custom servers. After repudiation Urban sends a signed letter confirming the quantity and price. The letter satisfies the statute of frauds because the U.C.C. permits a memorandum signed at any time before or after formation.
Ulysses Ulrich repudiates a contract to buy a boat from Union Steel. The dealer proves it could have sold the identical unit to another buyer at the same price. Under the U.C.C. the dealer recovers its lost profit plus incidental damages rather than merely the difference between contract and market price.
Uliana Ustinova buys asphalt from Upstream Petroleum under a contract stating price at delivery. Evidence shows the local paving trade consistently provides price protection when crude-oil prices rise sharply. The U.C.C. incorporates that usage into the agreement, obligating the seller to hold the price steady.
Ursula Ureña contracts with Aluminum Company of America to supply aluminum at a fixed escalation formula. When market conditions render the formula commercially impracticable, the buyer seeks judicial adjustment. The U.C.C. supplies the framework for determining whether the contract remains enforceable or requires reformation.
The U.C.C. governs when the transaction involves the sale of goods. Mixed contracts are analyzed under the predominant-purpose test. If goods predominate, Article 2 applies even if services are also present.
No. Under Article 2 a writing signed by the party to be charged is required only for sales of $500 or more. Sales below that threshold, specially manufactured goods begun in production, and goods accepted or paid for are enforceable without a writing.
If the parties intend to be bound, the U.C.C. supplies a reasonable price at the time of delivery. The contract remains enforceable even though price was left to later agreement.
The U.C.C. requires delivery within a reasonable time under the circumstances, including market conditions and the buyer's storage needs. A seller cannot choose an arbitrary or inconvenient time.
Acceptance precludes rejection even if the goods are nonconforming, provided the buyer had a reasonable opportunity to inspect. The buyer retains other remedies such as revocation of acceptance or damages.
…to the public good as to compel an adjudication of its invalidity. See 57 Yale L. J., supra , at pp. 1400-1404; proposed Uniform Commercial Code , 1958 Official Text , § 2-302. The trial court sent the case to the jury against Chrysler on the theory that the evidence would support a finding of breach of an implied warranty of…