UCC § 2-102

Scope: Transactions in Goods

UCC § 2-102 Scope: Transactions in Goods
Unless the context otherwise requires, this Article applies to transactions in goods.

Professor's notes

Scope gate. Article 2 governs transactions in goods. Goods are tangible, movable things at the time of identification to the contract (§ 2-105). Services, real estate, and intangibles are outside Article 2 and governed by common law. Hybrid transactions go to the predominant purpose test: if the contract is mainly about goods with services incidental, Article 2 applies; if mainly services with goods incidental, common law applies.

Common misunderstanding: students treat the goods-versus-services line as obvious. It is not. Software, custom installations, restaurant meals, and construction contracts all sit on the line. The predominant purpose test is fact-intensive and outcome-determinative because Article 2 supplies firm-offer rules, warranty rules, statute-of-frauds rules, and damages rules that differ from common law.

Always classify before applying. The wrong body of law produces the wrong answer no matter how well it is applied.

Section 2-102 establishes Article 2’s basic domain. Its spare wording belies the importance of classification, because disputes over whether a transaction involves goods, services, or a hybrid arrangement often determine the governing legal regime. The section is therefore a gateway provision for the entire sales article.