2021 Drafting Sales Agreements: UCC Issues & More

The sale of goods is one of the most common forms of commercial transactions.  The sales contracts governing these transactions can be quite complex and they must all comply with the Uniform Commercial Code Article 2.  The UCC governs contract formation, express and implied warranties, and outlines forms of breach of contract and types of remedies.  Compliance with the code enhances enforceability of the contract and expedites remedies upon breach.  However, when its many requirements are overlooked, contracts for sale of goods may be invalid and the underlying transaction void. This program will provide you with a practical guide to drafting and reviewing contracts for the sale of goods under UCC Article 2.

• “Battle of forms,” methods of acceptance or rejection, and electronic contracting
• Delivery, acceptance or rejection of goods by buyer
• Breaches for failure to deliver, non-conforming product, repudiation, failure to pay
• Types and measure of damages for breach of contract by seller or buyer
• Express and implied warranties – fitness for purpose, merchantability, title infringement
• Disclaimer of warranties and other techniques to limit scope of liability