Section § 2101

Explanation

This section states that the division is officially called the Uniform Commercial Code—Sales. It's essentially the title of a set of laws dealing with sales transactions.

This division shall be known and may be cited as Uniform Commercial Code—Sales.

Section § 2102

Explanation

This law section deals with transactions involving the sale of goods. For transactions that include both goods and services (hybrid transactions), it specifies which rules apply depending on whether selling goods is the main part of the deal. If goods sales are the main part, most of the rules apply. If not, only some specific rules about goods sales do. It also mentions that this law doesn't affect transactions creating a security interest or any laws regulating sales to special groups like consumers and farmers.

(a)CA Commercial Law Code § 2102(a) Unless the context otherwise requires, and except as provided in subdivision (c), this division applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subdivision (b).
(b)CA Commercial Law Code § 2102(b) In a hybrid transaction:
(1)CA Commercial Law Code § 2102(b)(1) If the sale-of-goods aspects do not predominate, only the provisions of this division which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply.
(2)CA Commercial Law Code § 2102(b)(2) If the sale-of-goods aspects predominate, this division applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods.
(c)CA Commercial Law Code § 2102(c) This division does not:
(1)CA Commercial Law Code § 2102(c)(1) Apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or
(2)CA Commercial Law Code § 2102(c)(2) Impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.

Section § 2103

Explanation

This section provides important definitions related to transactions involving the sale of goods. A "buyer" is someone who purchases goods, while a "seller" is the one selling them. It includes terms like "receipt of goods," which means actually getting possession of them. The section also points to other definitions and concepts in related sections and divisions, such as what constitutes a contract for sale, acceptance, and cancellation. It notes that overarching definitions can be found starting in Division 1.

(1)CA Commercial Law Code § 2103(1) In this division unless the context otherwise requires:
(a)CA Commercial Law Code § 2103(a) “Buyer” means a person who buys or contracts to buy goods.
(b)CA Commercial Law Code § 2103(b) [Reserved]
(c)CA Commercial Law Code § 2103(c) “Receipt of goods” means taking physical possession of them.
(d)CA Commercial Law Code § 2103(d) “Seller” means a person who sells or contracts to sell goods.
(2)CA Commercial Law Code § 2103(d)(2) Other definitions applying to this division or to specified chapters thereof, and the sections in which they appear are:
“Acceptance.” Section 2606.
“Banker’s credit.” Section 2325.
“Between merchants.” Section 2104.
“Cancellation.” Section 2106(4).
“Commercial unit.” Section 2105.
“Confirmed credit.” Section 2325.
“Conforming to contract.” Section 2106.
“Contract for sale.” Section 2106.
“Cover.” Section 2712.
“Entrusting.” Section 2403.
“Financing agency.” Section 2104.
“Future goods.” Section 2105.
“Goods.” Section 2105.
“Identification.” Section 2501.
“Installment contract.” Section 2612.
“Letter of Credit.” Section 2325.
“Lot.” Section 2105.
“Merchant.” Section 2104.
“Overseas.” Section 2323.
“Person in position of seller.” Section 2707.
“Present sale.” Section 2106.
“Sale.” Section 2106.
“Sale on approval.” Section 2326.
“Sale or return.” Section 2326.
“Termination.” Section 2106.
(3)CA Commercial Law Code § 2103(3) The following definitions in other divisions apply to this division:
“Check.” Section 3104.
“Consignee.” Section 7102.
“Consignor.” Section 7102.
“Consumer goods.” Section 9102.
“Control.” Section 7106.
“Dishonor.” Section 3502.
“Draft.” Section 3104.
(4)CA Commercial Law Code § 2103(4) In addition, Division 1 (commencing with Section 1101) contains general definitions and principles of construction and interpretation applicable throughout this division.

Section § 2104

Explanation

This section defines some terms used in commercial transactions. A 'merchant' is someone who regularly deals in a specific type of goods or has special knowledge or skills about them. A 'financing agency' is a bank or company that helps with payments for goods, often by advancing money or collecting payments. When a deal is 'between merchants', it means both sides have merchant-level expertise or knowledge.

(1)CA Commercial Law Code § 2104(1) “Merchant” means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.
(2)CA Commercial Law Code § 2104(2) “Financing agency” means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller’s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. “Financing agency” includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (Section 2707).
(3)CA Commercial Law Code § 2104(3) “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.

Section § 2105

Explanation

This law defines what 'goods' are in the context of sales contracts. Goods are things that can move, like manufactured items, unborn animals, and crops, but not money or securities. Goods must exist and be clearly identified before they can be sold, otherwise, they're considered 'future goods' and the agreement is to sell them later. It's possible to sell a part interest in existing goods. A share in a bulk of fungible goods (like grains) can be sold, even if the total quantity isn't fixed, making the buyer a common owner. A 'lot' is a single item or group of items sold together, and a 'commercial unit' is something that’s sold as a whole because dividing it would lower its value, like a machine or furniture set.

(1)CA Commercial Law Code § 2105(1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Division 8) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (Section 2107).
(2)CA Commercial Law Code § 2105(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.
(3)CA Commercial Law Code § 2105(3) There may be a sale of a part interest in existing identified goods.
(4)CA Commercial Law Code § 2105(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller’s interest in the bulk be sold to the buyer who then becomes an owner in common.
(5)CA Commercial Law Code § 2105(5) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.
(6)CA Commercial Law Code § 2105(6) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.

Section § 2106

Explanation

This section covers what contracts and agreements mean when it comes to buying and selling goods. It explains that contracts can be for current or future sales, and a sale happens when ownership changes hands for a price. Goods and actions that meet the contract's terms are called 'conforming.' If a contract ends without a breach, it's called 'termination,' and future obligations stop, but past rights remain. If a contract ends due to a breach, it's 'cancellation,' and the wronged party might still seek further remedies. Lastly, a 'hybrid transaction' involves goods along with services, leases, or other transactions.

(1)CA Commercial Law Code § 2106(1) In this division unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price (Section 2401). A “present sale” means a sale which is accomplished by the making of the contract.
(2)CA Commercial Law Code § 2106(2) Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.
(3)CA Commercial Law Code § 2106(3) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
(4)CA Commercial Law Code § 2106(4) “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.
(5)CA Commercial Law Code § 2106(5) “Hybrid transaction” means a single transaction involving a sale of goods and:
(a)CA Commercial Law Code § 2106(a) the provision of services;
(b)CA Commercial Law Code § 2106(b) a lease of other goods; or
(c)CA Commercial Law Code § 2106(c) a sale, lease, or license of property other than goods.

Section § 2107

Explanation

This law explains how contracts for selling certain items related to real estate, like minerals, oil, gas, or structures, are treated under sales law. If a seller is to remove these items from the property, it counts as selling goods. Similarly, if crops or materials can be removed without causing damage, their sale also counts as selling goods. Deals involving these items can be handled like real estate transactions, giving notice to others about the buyer's rights.

(1)CA Commercial Law Code § 2107(1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this division if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.
(2)CA Commercial Law Code § 2107(2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subdivision (1) or of timber to be cut is a contract for the sale of goods within this division whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.
(3)CA Commercial Law Code § 2107(3) The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded in the same manner as a document transferring an interest in land and shall then constitute notice to third parties of the buyer’s rights under the contract for sale.