Also known as: Uniform Commercial Code · UCC · U.C.C. · Uniform Com. Code
Written by attorneys · grounded in primary & secondary sources — see below
A comprehensive statutory framework adopted by states to govern commercial transactions including sales of goods, negotiable instruments, and secured transactions. The code supplies default rules for formation, performance, and remedies in those dealings while distinguishing goods from interests in land.
Urban Utley orally agrees to buy fifty tons of gravel from Umeko Uchida for delivery to a construction site. When Uchida refuses to deliver, Utley sues under the UCC for breach of the sales contract. The court applies UCC formation and remedy rules because the transaction involves movable goods rather than an interest in land.
Ulysses Maritime holds a promissory note secured by a home mortgage but loses possession after a theft. It seeks to foreclose and must prove entitlement under UCC Section 3-301 plus the lost-instrument requirements. The court denies standing until those UCC conditions are met.
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Una Unger and Unity Capital reach an oral agreement for the sale of custom machinery. Two weeks later Unger sends a signed letter confirming the quantity and price. When Capital later denies the deal, the court treats the post-formation letter as a sufficient memorandum under the UCC statute of frauds.
Uptown Apparel contracts with a supplier for asphalt paving material at a stated price. Industry practice on the island regularly adjusts that price for local delivery costs. The court admits evidence of the usage to interpret the contract because the UCC incorporates regular trade observances known to the parties.
Eastern Air Lines agrees to buy all its jet fuel from Gulf Oil at a formula price tied to posted rates. When market conditions shift, Gulf refuses further deliveries. The court enforces the contract by applying UCC good-faith and requirements-contract rules to determine the quantity and price obligations.
Ugo Ucelli contracts to buy a boat from Retail Marine but repudiates before delivery. The seller resells the boat at a higher price. The court calculates damages under the UCC by subtracting the resale price from the contract price and adding incidental costs, rejecting a larger lost-profit claim.
No. The UCC governs only goods and expressly excludes interests in land. A contract transferring rights in real property remains subject to the common-law statute of frauds and property rules.
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A memorandum may be signed before or after contract formation. Courts accept pre-contract offers and post-breach writings as long as they contain the essential terms and the signature of the party to be charged.
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The person entitled to enforce the instrument under UCC Section 3-301 must also satisfy the lost-instrument requirements of the applicable uniform act. Mere ownership without possession or proof of loss is insufficient.
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Regularly observed trade usages known or that should be known to the parties supplement or qualify express terms. A party is bound by general practices in its trade even without explicit agreement.
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…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…