Admissibility of market quotations.
Statute of limitations in contracts for sale.
Ch. 402 Cross-reference
See definitions in s. 401.201
SHORT TITLE, GENERAL CONSTRUCTION
AND SUBJECT MATTER
This chapter shall be known and may be cited as uniform commercial code — sales.
Scope; certain security and other transactions excluded from this chapter.
Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
A consignment that involves a delivery of goods to a merchant who has been induced to accept them by an agreement from the consignor that permits their return in lieu of payment if they are not resold is a security consignment governed by ch. 409, as contrasted to a true consignment. Clark Oil & Refining Co. v. Liddicoat, 65 Wis. 2d 612
, 223 N.W.2d 530
A mixed contract for goods and services is subject to this chapter if the predominant factor is a transaction of sale, with labor incidentally involved. Van Sistine v. Tollard, 95 Wis. 2d 678
, 291 N.W.2d 636
(Ct. App. 1980).
A contract for development of computer software is primarily a service contract and is not subject to the uniform commercial code. Micro-Managers, Inc. v. Gregory, 147 Wis. 2d 500
, 434 N.W.2d 97
(Ct. App. 1988).
This chapter does not just apply to a sale as that term is defined in s. 402.106 (6), but to the more general aspect of commerce: “transactions in goods." The reach of UCC Article 2, adopted as ch. 402, goes considerably beyond the confines of that type transaction that the UCC itself defines to be a sale; namely, the passing of title from a party called the seller to one denominated a buyer for a price. Estate of Kriefall v. Sizzler USA Franchise, Inc., 2011 WI App 101
, 335 Wis. 2d 151
, 801 N.W.2d 781
Definitions and index of definitions. 402.103(1)(1)
In this chapter unless the context otherwise requires:
“Buyer" means a person who buys or contracts to buy goods.
“Good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
“Receipt" of goods means taking physical possession of them.
“Seller" means a person who sells or contracts to sell goods.
Other definitions applying to this chapter or to specified sections thereof, and the sections in which they appear are:
The following definitions in other chapters apply to this chapter:
In addition ch. 401
contains general definitions and principles of construction and interpretation applicable throughout this chapter.
Definitions: “merchant"; “between merchants"; “financing agency". 402.104(1)(1)
“Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
“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 (s. 402.707
“Merchant" means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself 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 or her employment of an agent or broker or other intermediary who by his or her occupation holds himself or herself out as having such knowledge or skill.
Because the status of “merchant" under sub. (3) does not attach to the casual or inexperienced seller, whether a farmer is a merchant rests upon the individualized facts of the case. Harvest States Cooperatives v. Anderson, 217 Wis. 2d 154
, 577 N.W.2d 381
(Ct. App. 1998), 97-2762
A county as a merchant under the uniform commercial code. 1980 WLR 194.
Definitions: transferability; “goods"; “future" goods; “lot"; “commercial unit". 402.105(1)(a)
“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.
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.
“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 (ch. 408
) 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 s. 402.107
on goods to be severed from realty.
“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.
There may be a sale of a part interest in existing identified goods.
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.
History: 1983 a. 189
Definitions: “contract"; “agreement"; “contract for sale"; “sale"; “present sale"; “conforming" to contract; “termination"; “cancellation".
In this chapter unless the context otherwise requires:
“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.
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.
“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 “present sale" means a sale which is accomplished by the making of the contract.
A “sale" consists in the passing of title from the seller to the buyer for a price (s. 402.401
“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.
History: 1983 a. 189
Goods 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.
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.
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.
History: 1973 c. 215
; 2005 a. 253
FORM, FORMATION, AND READJUSTMENT
Formal 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.
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.