Unless the context otherwise requires, this article 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 article impair or repeal any statute regulating sales to consumers, farmers, or other specified classes of buyers.
(Code 1933, § 109A-2 - 102, enacted by Ga. L. 1962, p. 156, § 1.)
Cross references.- Deceptive or unfair consumer practices, § 10-1-393.
Law reviews.- For article on choice-of-law of contracts in Georgia, see 21 Mercer L. Rev. 389 (1970). For article, "Computer Software: Does Article 2 of the Uniform Commercial Code Apply?," see 35 Emory L.J. 853 (1986). For article, "Impracticability As Risk Allocation: The Effect of Changed Circumstances upon Contract Obligations for the Sale of Goods," see 22 Ga. L. Rev. 503 (1988). For comment on Redfern Meats, Inc. v. Hertz Corp., 134 Ga. App. 381, 215 S.E.2d 10 (1975), appearing below, see 27 Mercer L. Rev. 347 (1975). For comment making comparative analysis of negotiability of promissory notes payable in specifics between Georgia and other jurisdictions, see 4 Ga. B.J. 5 (1942).
JUDICIAL DECISIONS
Legislative intent was that Article 2 of Uniform Commercial Code apply only to "sales." Redfern Meats, Inc. v. Hertz Corp., 134 Ga. App. 381, 215 S.E.2d 10 (1975).
Contract to sell future crop is sale of goods within scope of O.C.G.A. § 11-2-102. R.N. Kelly Cotton Merchant, Inc. v. York, 379 F. Supp. 1075 (M.D. Ga. 1973), aff'd, 494 F.2d 41 (5th Cir. 1974).
Sale of horse for recreational use.
- A transaction for purchase of a horse, apparently for recreational use, while possibly a casual sale, nevertheless, is provided for in the Uniform Commercial Code and is a transaction in goods. Key v. Bagen, 136 Ga. App. 373, 221 S.E.2d 234 (1975).
Purchase and processing of car skeletons.
- Seller's testimony established that the UCC applied to an oral agreement concerning the purchase and processing of car skeletons, as car skeletons or other scrap were considered "goods" under O.C.G.A. § 11-2-102. Henry v. Blankenship, 284 Ga. App. 578, 644 S.E.2d 419 (2007).
Contracts for services and labor.
- Where agreement is one for furnishing of services and labor, the Uniform Commercial Code is clearly inapplicable. Dixie Lime & Stone Co. v. Wiggins Scale Co., 144 Ga. App. 145, 240 S.E.2d 323 (1977).
A contract for services and labor with an incidental furnishing of equipment and materials is not a transaction involving the sale of "goods" and is not controlled by the Uniform Commercial Code. OMAC, Inc. v. Southwestern Mach. & Tool Works, Inc., 189 Ga. App. 42, 374 S.E.2d 829 (1988).
Use of attachment hardware incidental to installation of 2,200 gallon tank on vehicle, when both tank and vehicle are supplied by purchaser of installation, is not sufficient to cause transaction to be characterized as a "sale of goods" rather than a "sale of services." W.B. Anderson Feed & Poultry Co. v. Georgia Gas Distribs., Inc., 164 Ga. App. 96, 296 S.E.2d 395 (1982).
If two purchase orders constitute but a single contract between the parties which involves furnishing both labor and materials, the UCC does not apply. American Aluminum Prods. Co. v. Binswanger Glass Co., 194 Ga. App. 703, 391 S.E.2d 688 (1990).
Medical center's furnishing of facility for use in connection with surgery to install a plate device to stabilize plaintiff's spine was a transaction involving "services and labor with an incidental furnishing of equipment and materials" and, as such, not covered under the Uniform Commercial Code. McCombs v. Southern Regional Medical Ctr., Inc., 233 Ga. App. 676, 504 S.E.2d 747 (1998).
Services of production and distribution.- Services always play an important role in use of goods, whether it is service of transforming raw material into some usable product or service of distributing usable product to a point where it can easily be obtained by the consumer, and such services do not remove a contract from coverage under this article. Cleveland Lumber Co. v. Proctor & Schwartz, Inc., 397 F. Supp. 1088 (N.D. Ga. 1975).
Oral agreement between manufacturer and distributor for the manufacture of a special grade of fertilizer to be sold by the distributor was covered by the UCC whether it was classified as one for the sale of fertilizer or as a distributorship agreement. PCS Joint Venture, Ltd. v. Davis, 219 Ga. App. 519, 465 S.E.2d 713 (1995).
Delivery of items in exchange for payment and release of claims.- A letter agreement providing for delivery of certain items in exchange for some payment and the release of various claims was a transaction in goods within the U.C.C. Management Assistance, Inc. v. Computer Dimensions, Inc., 546 F. Supp. 666 (N.D. Ga. 1982), aff'd sub nom. Computer Dimensions v. Basic Four, 747 F.2d 708 (11th Cir. 1984).
Action for commission due under agreement.
- Trial court properly denied lessor's motion to strike lessee's counterclaim for commission due under oral agreement to sell aircraft since a commission is earned by providing services and the Uniform Commercial Code statute of frauds is applicable to transactions in goods. Harris v. Clark, 157 Ga. App. 549, 278 S.E.2d 132 (1981).
Furnishing of blood by hospital in course of treatment.
- The furnishing of blood by a hospital in the course of treatment is not a sales transaction covered by an implied warranty under O.C.G.A. § 11-2-314. Lovett v. Emory Univ., Inc., 116 Ga. App. 277, 156 S.E.2d 923 (1967).
Sale of accounting firm.
- The Uniform Commercial Code did not apply to the sale of an accounting firm since the furnishing of services was the predominant element of the contract. Crews v. Wahl, 238 Ga. App. 892, 520 S.E.2d 727 (1999).
Sale of windows.
- Where the predominant character of the transaction was the sale of windows, though a substantial amount of service was involved in installing the windows, the trial court erred in holding that the UCC did not apply. J. Lee Gregory, Inc. v. Scandinavian House, 209 Ga. App. 285, 433 S.E.2d 687 (1993).
The Uniform Commercial Code applied to a contract for the sale of windows, where the Contractor's bid did not segregate the total price of the windows from the total price of the services to be rendered; and where, even though a substantial amount of service was involved in installing the windows, the predominant character of the transaction was the sale of goods. D.N. Garner Co. v. Georgia Palm Beach Aluminum Window Corp., 233 Ga. App. 252, 504 S.E.2d 70 (1998).
Sale of real estate.- Sellers' claim of unconscionability based upon Article 2 failed for two reason: first, the contract at issue was for the sale of realty, not kaolin; and, second, even if the contract was considered to be for the sale of minerals thereon, severance was to be by the buyer, not the seller. Garbutt v. Southern Clays, Inc., 894 F. Supp. 456 (M.D. Ga. 1995).
Secured transactions.
- While it appeared that O.C.G.A. § 9-3-24, rather than O.C.G.A. § 11-2-725, would most likely apply to defendant collection attorney's state court deficiency action against plaintiff consumer, and it was not for the federal court to say what the Georgia courts would hold, the uncertainty meant there was no intentional unfair conduct and the consumer's Fair Debt Collection Practices Act claim was dismissed; language in O.C.G.A. § 11-2-201 excluded "secured transactions" from § 11-2-201. Almand v. Reynolds & Robin, P.C., 485 F. Supp. 2d 1361 (M.D. Ga. 2007).
Cited in Wooden v. Michigan Nat'l Bank, 117 Ga. App. 852, 162 S.E.2d 222 (1968); First Nat'l Bank & Trust Co. v. Smithloff, 119 Ga. App. 284, 167 S.E.2d 190 (1969); Mitchell-Huntley Cotton Co. v. Lawson, 377 F. Supp. 661 (M.D. Ga. 1973); R.N. Kelly Cotton Merchant, Inc. v. York, 379 F. Supp. 1075 (M.D. Ga. 1973); R.N. Kelly Cotton Merchant, Inc. v. York, 494 F.2d 41 (5th Cir. 1974); Duval & Co. v. Malcom, 233 Ga. 784, 214 S.E.2d 356 (1975); Space Leasing Assocs. v. Atlantic Bldg. Sys., 144 Ga. App. 320, 241 S.E.2d 438 (1977); Crider v. First Nat'l Bank, 144 Ga. App. 536, 241 S.E.2d 638 (1978); Cash v. Armco Steel Corp., 462 F. Supp. 272 (N.D. Ga. 1978); Mail Concepts, Inc. v. Foote & Davies, Inc., 200 Ga. App. 778, 409 S.E.2d 567 (1991).
RESEARCH REFERENCES
Am. Jur. 2d.
- 67 Am. Jur. 2d, Sales, § 63.
C.J.S.- 77A C.J.S., Sales, § 1 et seq.
U.L.A.- Uniform Commercial Code (U.L.A.) § 2-102.
ALR.
- Negotiability of title-retaining note, 28 A.L.R. 699; 44 A.L.R. 1397; 44 A.L.R.2d 71.
What amounts to a conditional sale, 43 A.L.R. 1247; 92 A.L.R. 304; 175 A.L.R. 1366.
Electricity, gas, or water furnished by public utility as "goods" within provisions of Uniform Commercial Code, Article 2 on sales, 48 A.L.R.3d 1060.
Applicability of UCC Article 2 to mixed contracts for sale of goods and services, 5 A.L.R.4th 501.