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Sales Law: An Overview

Transactions for the sale and leasing of goods is governed mainly by sales laws of each state. Every state, with the exception of Louisiana, has adopted Article Two of the Uniform Commercial Code (UCC) as the main body of law regulating transactions in goods. Goods are defined as all things movable and identified to the contract of the sale. See § 2-105 of the UCC. It does not include secured transactions, leases, money exchanged as the price, or real property (land and property permanently attached to a piece of land). See Secured Transactions. To be identified to the contract, a good must exist and be one of the objects that is or will be exchanged. See §§ 2-106(1) & 2-501(1) of the UCC. Transactions between merchants and consumers and those solely between merchants are regulated by Part Two. All transactions that are for more than $500 must be in writing. See § 2-201(1) of the UCC.

Article 2 regulates every phase of a transaction for the sale of goods and provides remedies for problems that may arise. Possible remedies include claims for implied warranty of merchantability and implied warranty of fitness. See §§ 2-314 - 2-315 of the UCC. There is also a duty of good faith in the UCC that is applicable to all the sections. See § 1-203 of the UCC. If a contract contains unconscionable provisions, a court may discard the contract or the provisions. See § 2-302 of the UCC.

Leases were traditionally governed by Article 2 or Article 9 (secured transactions) of the UCC. This caused confusion and disparate application of the law to leases. In 1987, Article 2A was added to the UCC to regulate leases for goods. It has been adopted, or is being considered for adoption, in a number of states.

Federal law has a limited impact on transactions for the sale of goods. The Bankruptcy Code (Title 11) regulates claims arising from sales transactions in bankruptcy cases. The Magnuson-Moss Warranty, 15 U.S.C. § 2301, Act regulates explicit and implied warranties. The Consumer Credit Protection Act provides protection to consumers entering into leases. See 15 U.S.C. § 1667.

In 1988, the United States joined the United Nations Convention on Contracts for the International Sale of Goods.

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Category: Commercial Transactions