402.105(1)(d)(d) “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.
402.105(3)(3)There may be a sale of a part interest in existing identified goods.
402.105(4)(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.
402.105 HistoryHistory: 1983 a. 189.
402.105 AnnotationGiven the authority establishing that even licensed software is a good, the contract in this case—under which the seller maintained its software on its own servers and the buyer paid an annual subscription fee to access the software through a web browser—was at least in part for the sale of a “good.” Marquette University v. Kuali, Inc., 584 F. Supp. 3d 720 (2022).
402.106402.106Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”. In this chapter unless the context otherwise requires:
402.106(1)(1)“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 canceling party also retains any remedy for breach of the whole contract or any unperformed balance.
402.106(2)(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.
402.106(3)(3)“Contract” and “agreement” are limited to those relating to the present or future sale of goods.
402.106(4)(4)“Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time.
402.106(5)(5)A “present sale” means a sale which is accomplished by the making of the contract.
402.106(6)(6)A “sale” consists in the passing of title from the seller to the buyer for a price (s. 402.401).
402.106(7)(7)“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.
402.106 HistoryHistory: 1983 a. 189.
402.107402.107Goods to be severed from realty: recording.
402.107(1)(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 chapter 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.
402.107(2)(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 sub. (1) or of timber to be cut is a contract for the sale of goods within this chapter 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.
402.107(3)(3)The provisions of this section are subject to any 3rd-party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to 3rd parties of the buyer’s rights under the contract for sale.
402.107 HistoryHistory: 1973 c. 215; 2005 a. 253.
subch. II of ch. 402SUBCHAPTER II
FORM, FORMATION, AND READJUSTMENT
OF CONTRACT
402.201402.201Formal requirements; statute of frauds.
402.201(1)(1)Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party’s authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing.
402.201(2)(2)Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of sub. (1) against such party unless written notice of objection to its contents is given within 10 days after it is received.
402.201(3)(3)A contract which does not satisfy the requirements of sub. (1) but which is valid in other respects is enforceable:
402.201(3)(a)(a) 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 either a substantial beginning of their manufacture or commitments for their procurement; or
402.201(3)(b)(b) If the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this paragraph beyond the quantity of goods admitted; or
402.201(3)(c)(c) With respect to goods for which payment has been made and accepted or which have been received and accepted (s. 402.606).
402.201 HistoryHistory: 1991 a. 316.