Also known as: UCC · U.C.C.
Written by attorneys · grounded in primary & secondary sources — see below
A uniform statute that governs commercial transactions such as the sale of goods, secured transactions, and negotiable instruments. The statute supplies rules for contract formation, performance, remedies, and security interests in personal property. It has been adopted with minor variations by every state except Louisiana.
Ugo Uberti agreed orally to pay Upstream Petroleum $500 if the company induced a third party to transfer Blackacre. When Upstream performed, Uberti refused payment on statute of frauds grounds. The court held the promise fell outside the statute because the underlying transfer concerned an interest in land rather than goods.
Unity Capital held a lost promissory note secured by Uriel Urban's home. When Unity sought to foreclose, the court required it to satisfy the lost-instrument rules before proceeding. The cited uniform act incorporated the UCC standard for who qualifies as the person entitled to enforce the note.
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Universal Motors and Umeko Uchida reached an oral agreement for equipment sales. After a dispute arose, Universal sent a signed letter confirming the terms. The court treated the later writing as a sufficient memorandum under the statute of frauds because a memorandum may be adopted at any time.
Ulric Unger repudiated a contract to buy a boat from Ultrasonic Dynamics. The dealer proved it maintained an adequate inventory and could have sold the identical unit to another buyer. Under the Uniform Commercial Code the court awarded the dealer its lost profit plus incidental damages rather than merely the difference between contract and market price.
Usha Upton purchased software from ProCD containing a license inside the box that limited use to one computer. After Upton copied the data for commercial resale, the court enforced the license terms. The Uniform Commercial Code supplied the framework for determining whether the additional terms became part of the contract.
Una Ueda was served with process while briefly present in California on unrelated business. The court upheld jurisdiction over her. Even short-term contacts can support certain commercial obligations without violating fairness standards under applicable uniform laws.
No. The statute also governs secured transactions, negotiable instruments, letters of credit, and other commercial matters. Article 2 addresses sales of goods while Articles 3, 7, and 9 cover additional topics.
Article 2 contains its own statute of frauds in section 2-201 that requires a writing for sales of goods priced at $500 or more. The Code's rules on memoranda and conduct recognizing a contract supplement general statute of frauds principles.
Yes. Section 2-204(2) expressly provides that an agreement sufficient to constitute a contract may be found even though the moment of its making is undetermined. Courts look to the parties' conduct and course of dealing.
Under section 2-708(2) a seller may recover lost profits plus incidental damages when the ordinary market-price measure would be inadequate. This rule applies when the seller has an unlimited supply or can readily obtain replacement goods.
…daresay a contractual exchange swapping those benefits for that power would not survive the "unconscionability" provision of the Uniform Commercial Code. Even less persuasive are the other "fairness" factors alluded to by JUSTICE BRENNAN. It would create "an asymmetry," we are told, if Burnham were permitted (as he is) to appear in…