Does the Uniform Commercial Code apply to contracts for the sale of land?

No. The Uniform Commercial Code governs only sales of goods. Contracts involving interests in land remain subject to the statute of frauds under general contract principles and are not covered by the Code's sales article.

Can a writing created after breach satisfy the statute of frauds under the Uniform Commercial Code?

Yes. A memorandum sufficient to satisfy the statute of frauds may be made or signed at any time, including after breach or repudiation. The Code does not require the writing to be contemporaneous with the contract.

When does federal common law displace the Uniform Commercial Code in disputes over commercial paper?

Federal common law governs when the paper consists of checks drawn on the United States Treasury. The need for national uniformity in handling federal obligations overrides state versions of the Code even when no federal statute directly addresses the precise issue.

Legal Dictionary

Unif. Commercial Code

/YOO-nuh-form kuh-MUR-shuhl KODE/statute

Also known as: Uniform Commercial Code · UCC

Written by attorneys — see sources below.

A model statute that supplies uniform rules for the formation and enforcement of commercial contracts.

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How its tested

Common Examples

Land Sale Versus Goods Contract

Ulric Unger orally agrees to sell Blackacre to Uma Upadhyay for $500,000. When Uma later refuses to close, Ulric sues for breach. The court holds the agreement unenforceable under the statute of frauds because the subject matter is an interest in land rather than goods. The distinction follows the rule that only goods fall within the Uniform Commercial Code's coverage for sales contracts.

Post-Breach Memorandum

Uriah Urban and Ursula Ung enter an oral agreement for the sale of equipment. After Ursula repudiates, Uriah sends a signed letter confirming the terms. The court enforces the contract because the letter satisfies the statute of frauds even though it was created after breach. The timing of the writing does not prevent it from serving as a sufficient memorandum.

From our library

Key Cases Using This Term

In re Rothko

Put it into practice

Test Yourself

Practice Questions3

Federal Instrument Dispute

Union Steel receives a federal refund check drawn on the Treasury. After a forged endorsement, the United States sues the depositary bank in federal court. The court applies federal common law rather than any state version of the Uniform Commercial Code because the instrument implicates uniquely federal interests in uniform treatment of Treasury obligations.

Lugar v. Edmondson Oil Co.457 U.S. 922, 937 (1982)

In 1977, petitioner Lugar, the lessee-operator of a truckstop in Virginia, became indebted to respondent Edmondson Oil Co., Inc., his petroleum supplier. When Lugar fell behind in payments, Edmondson filed suit on the debt in Virginia state court and, ancillary to that action, petitioned for prejudgment attachment of Lugar's property under Virginia Code § 8.01-533. Acting on an ex parte petition alleging that Lugar was disposing of property to defeat creditors, the state court clerk issued a writ of attachment that the county sheriff executed, sequestering Lugar's property. A state trial judge later conducted a hearing on the attachment and ordered it dismissed because Edmondson had failed to establish the statutory grounds alleged in the petition. Lugar then brought this action under 42 U.S.C. § 1983 in the United States District Court for the Western District of Virginia against Edmondson and its president. His complaint alleged that respondents had acted jointly with the State to deprive him of his property without due process of law, challenging both the constitutionality of the Virginia attachment statute and its application to him. The District Court dismissed the complaint on the ground that respondents' actions did not constitute state action as required by the Fourteenth Amendment. The Court of Appeals for the Fourth Circuit, sitting en banc, affirmed. It held that a private party acts under color of state law within the meaning of § 1983 only when there is a usurpation or corruption of official power by the private litigant or a surrender of judicial power to the private litigant in such a way that the independence of the enforcing officer has been compromised to a significant degree. The Supreme Court granted certiorari to review the Court of Appeals' construction of the under-color-of-state-law requirement.

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