Article 2 of the Uniform Commercial Code. Business & Marketing Essay

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UCC Article 2
Article 2 of the Uniform Commercial Code, or UCC, have been adopted by all states in the 1950s. It is specifically concerned with contracts in terms of sale of goods or personable tangible property and other types of commercial transactions. Any movable property is considered as goods. However, this does not apply to service contracts and real properties (e.g. houses). To put in simole terms, this article consists of a set of conduct that should be utilized by merchants in every business transaction to apply fairness in the sales of goods.
Several definitions were described under UCC Article 2. One of the words that is mostly encountered throughout Article 2 is a merchant. UCC Article 2 governs a contract between merchants and merchant with non-merchant. A merchant is a person who sells goods for a living. They possess special knowledge in their practice of business. They deal with certain kinds of goods as stated in the contract. For example, if one sells cars for a living, he is considered as merchant, whereas a non-merchant is someone who sells anything for other purposes and not for a living. There are special rules for merchants as they are held to a higher standard on the law to protect the buyers. They must deal with good faith and honesty, employing the industry’s standards.
In dealing with contracts for sales, it is important to note if there are some missing terms. If essential terms were left out, the contract would be invalid since it is not definite enough due to its too many missing terms. One purpose of the statute is to encourage people to commit to the contract. Before any contract is developed, it is important that both parties agree with the terms first. A contract with few missing terms can still be valid as these can be filled up with gap fillers = the open terms. These provisions include the price, time, payment, and delivery. When these terms are omitted, it is understandable that the goods have a reasonable price, will be delivered within a reasonable time, payment has already been done, and that the buyer would just pick up the goods upon delivery to the seller. One provision that is beyond this statute and will not be supported by the court is the omission of the quantity which it won’t be filled in.
Generally, if a person has something to offer or promises something to someone, it can be taken back anytime that person wants. However, in the case of a merchant with signed writing, it cannot be easily revoked within a reasonable time, despite the lack of consideration received by the merchant. Another thing that should also be noted in the contract of sales is the additional terms. When a contract has been made between two merchants, any immaterial terms that will be added is automatically sucked into the agreement. However, if the contract involves non-merchants, additional terms that will be added are considered as separate entities and can be ignored and is not part of the contract, unless the offer will be accepted by the other party.
As what has been discussed before, modifying a contract involves both parties giving more considerations. However, in terms of sales, the pre-existing duty rule won’t be utilized if modifying a contract is done in good faith. Like for example, when an art gallery owner requests for a painting from an artist and they both agreed to a contract. When the product was done, pre-existing duty rule won’t be employed even if the product costs more than what they have agreed on.
There are two things under the statute of frauds in Article 2. The first one involves the written confirmation rule wherein the written contract between merchants involves ten days upon receiving the confirmation for its objection. If an objection is made later than the ten days, the statute of frauds can’t be used in the court as a defense since time has already passed in this written confirmation rule. Another thing here is specifically manufactured goods. Statute of fraud cannot be used if the seller would argue that the finished product is specifically made for the buyer, the product is not suitable for other buyers. The manufacturing of goods has already started. Otherwise, the statute of frauds can be raised as a defense.
When buying goods, it involves the passage of title and the risk of losses. The title, as well as the risk of loss, will be passed on to the bu...