- Joined
- Jun 16, 2003
- Messages
- 20,207
The UCC has changed since its initial adoption by the states. Some UCC rules apply only to "merchants" or transactions "between merchants." Some apply to non-merchants and transactions between a "merchant" and a "consumer." Sometimes, as in the case of passage of risk of loss, the "merchant" is held to s different standard than a "consumer." It has been some years since one could say that the UCC applies only to merchants.
§ 2-509. Risk of Loss in the Absence of Breach.
(1) Where the contract requires or authorizes the seller to ship the goods by carrier
(a) if it does not require him to deliver them at a particular destination [that is, to a particular address], the risk of loss passes to the buyer when the goods are duly delivered to the carrier ....; but
(b) if it does require him to deliver them at a particular destination [address] and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there [at the agreed address] duly so tendered as to enable the buyer to take delivery.
...
(3) In any case not within subsection (1) or (2), the risk of loss passes to the buyer on his receipt of the goods if the seller is a merchant; otherwise [if the seller is not a "merchant"] the risk passes to the buyer on tender [offer] of delivery.
(4) The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (Section 2-327) and on effect of breach on risk of loss (Section 2-510).
...
§ 2-103
(1) "Buyer" means a person who buys or contracts to buy goods.
...
(3) "Receipt" of goods means taking physical possession of them.
(4) "Seller" means a person who sells or contracts to sell goods.
(5) "Merchant" means a person who deals in goods of the kind or otherwise by the person's occupation holds the person [himself or itself] out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill [that is, arguably anyone who regularly makes and sells knives] or regularly sells knives as a business or claims special knowledge of knives and knife-making is a "merchant"]
....
c) "Consumer" means an individual who buys or contracts to buy goods that, at the time of contracting, are intended by the individual to be used primarily for personal, family, or household purposes.
(d) "Consumer contract" means a contract between a merchant seller and a consumer.
OFFICIAL COMMENT
The underlying theory of this rule is that a merchant who is to make physical delivery at his own place continues meanwhile to control the goods and can be expected to insure his interest in them. The buyer, on the other hand, has no control of the goods and it is extremely unlikely that he will carry insurance on goods not yet in his possession.
§ 2-509. Risk of Loss in the Absence of Breach.
(1) Where the contract requires or authorizes the seller to ship the goods by carrier
(a) if it does not require him to deliver them at a particular destination [that is, to a particular address], the risk of loss passes to the buyer when the goods are duly delivered to the carrier ....; but
(b) if it does require him to deliver them at a particular destination [address] and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there [at the agreed address] duly so tendered as to enable the buyer to take delivery.
...
(3) In any case not within subsection (1) or (2), the risk of loss passes to the buyer on his receipt of the goods if the seller is a merchant; otherwise [if the seller is not a "merchant"] the risk passes to the buyer on tender [offer] of delivery.
(4) The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (Section 2-327) and on effect of breach on risk of loss (Section 2-510).
...
§ 2-103
(1) "Buyer" means a person who buys or contracts to buy goods.
...
(3) "Receipt" of goods means taking physical possession of them.
(4) "Seller" means a person who sells or contracts to sell goods.
(5) "Merchant" means a person who deals in goods of the kind or otherwise by the person's occupation holds the person [himself or itself] out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill [that is, arguably anyone who regularly makes and sells knives] or regularly sells knives as a business or claims special knowledge of knives and knife-making is a "merchant"]
....
c) "Consumer" means an individual who buys or contracts to buy goods that, at the time of contracting, are intended by the individual to be used primarily for personal, family, or household purposes.
(d) "Consumer contract" means a contract between a merchant seller and a consumer.
OFFICIAL COMMENT
The underlying theory of this rule is that a merchant who is to make physical delivery at his own place continues meanwhile to control the goods and can be expected to insure his interest in them. The buyer, on the other hand, has no control of the goods and it is extremely unlikely that he will carry insurance on goods not yet in his possession.
Last edited: