Contracts Flashcards
Article 2 of the UCC
Article 2 of the Uniform Commercial Code governs “transactions in goods.” UCC § 2-102. UCC § 2-105(1) defines “goods” as “all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale.” Therefore, the sign constitutes goods, and the transaction is governed by UCC Article 2. UCC § 2-204(1) states that a contract for the sale of goods may be made “in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.”
Contract in writing
Under UCC § 2-201(1), a contract for the sale of goods for the price of $500 or more is not enforceable unless the party against whom enforcement is sought has signed a writing “sufficient to indicate that a contract for sale has been made” or an exception in that section applies. Here, the store owner has not signed any writing, so the contract, which is for the sale of goods for a price in excess of $500, would not be enforceable against her unless an exception applies.
The only applicable exception to the writing requirement in this case is the exception for specially manufactured goods that appears in UCC § 2-201(3)(a). Under that exception, a contract that does not satisfy the writing requirement of subsection (1) is nonetheless enforceable “if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business, and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made . . . a substantial beginning of their manufacture.”
Delegation of duties
On May 9, SignCo entered into an agreement with the substitute manufacturer pursuant to which the substitute manufacturer agreed to supply the sign to the store owner in accordance with the agreement between SignCo and the store owner. This constitutes a delegation of SignCo’s duties under the contract. Such a delegation is generally allowed by Article 2 of the Uniform Commercial Code. UCC § 2-210 provides that “[a] party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract.”
