Question 1

What is UCC Article 2 in Florida?

Accepted Answer

UCC Article 2 (Chapter 672, FL Statutes): governs the sale of goods (tangible, movable property). Applies to: commercial sales (business-to-business transactions), consumer sales (business-to-consumer transactions), and mixed transactions (if the predominant purpose is the sale of goods: Article 2 applies). Does not apply to: real estate transactions, services contracts, and intangible property (intellectual property, securities). Key provisions: contract formation (Section 672.204: contracts can be formed by: offer and acceptance, conduct of the parties, or course of dealing), warranties (express, implied merchantability, and fitness for particular purpose), and remedies for breach.

Question 2

What warranties apply under UCC Article 2 in Florida?

Accepted Answer

Warranties: express warranty (Section 672.313: any affirmation of fact, promise, description, or sample that becomes part of the basis of the bargain), implied warranty of merchantability (Section 672.314: the goods are fit for their ordinary purpose; the seller is a merchant dealing in goods of that kind), and implied warranty of fitness for particular purpose (Section 672.315: the seller knows the buyer’s particular purpose and the buyer relies on the seller’s expertise to select suitable goods). Disclaimer: implied warranties can be disclaimed (Section 672.316: the disclaimer must be conspicuous and mention "merchantability"; "as is" disclaimers are effective in FL).

Question 3

How does Article 2 interact with Florida real estate?

Accepted Answer

RE interaction: mixed transactions (a construction contract: if the predominant purpose is the sale of goods (materials): Article 2 applies; if services (labor): common law applies), fixtures (goods that become attached to real property: Article 9 governs the security interest; Article 2 governs the sale), and personal property in RE transactions (the sale of a furnished property: the furniture and appliances may be governed by Article 2 while the real property is governed by real estate law). The distinction: matters for: warranties (Article 2 provides implied warranties; real estate does not), statute of limitations (Article 2: 4 years; real estate: varies), and remedies.

Uniform Commercial Code Sales Goods

UCC Article 2: Sale of Goods in Florida

Scope

Warranties

RE Interaction

Related Terms

Barnes Walker Business Law

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