Arizona Revised Statutes

Ariz. Rev. Stat. § 47-2106 (2026)

Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"

✓ current as of May 2026

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A. In this chapter, unless the context otherwise requires, "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 "sale" consists in the passing of title from the seller to the buyer for a price (section 47-2401). A "present sale" means a sale which is accomplished by the making of the contract.

B. 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.

C. "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.

D. "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 cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.

Notes of Decisions

Cited in 3 cases (1 in the last 5 years), 1988–2022 · leading case: Dewhirst v. Citibank (Arizona) (In re Contractors Equip. Supply Co.), 861 F.2d 241 (9th Cir. 1988).

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Dewhirst v. Citibank (Arizona) (In re Contractors Equip. Supply Co.), 861 F.2d 241 (9th Cir. 1988). “Ariz.Rev.Stat. § 47-2106. If the transaction involves only a security interest, the debtor is entitled to any surplus and liable for any deficiency.”

SiteLock LLC v. GoDaddy.com LLC (D. Ariz. 2022). · cites it 2× “”) (citations omitted). This distinction is also meaningful under 26 Arizona law, which provides that “[a] ‘sale’ consists in the passing of title from the seller 27 to the buyer.”

Sec. Pac. Bank Arizona v. Cory Investments, Inc., 885 P.2d 195 (Ariz. Ct. App. 1994). · cites it 2× “” A.R.S. § 47-2106(A). A *509 transaction is not a sale under the UCC, however, even if it takes the form of a contract to sell, if it is intended to operate only as a security transaction.”

— Ariz. Rev. Stat. § 47-2106(A) — 2 cases

SiteLock LLC v. GoDaddy.com LLC (D. Ariz. 2022). “”) (citations omitted). This distinction is also meaningful under 26 Arizona law, which provides that “[a] ‘sale’ consists in the passing of title from the seller 27 to the buyer.”

Sec. Pac. Bank Arizona v. Cory Investments, Inc., 885 P.2d 195 (Ariz. Ct. App. 1994). “” A.R.S. § 47-2106(A). A *509 transaction is not a sale under the UCC, however, even if it takes the form of a contract to sell, if it is intended to operate only as a security transaction.”

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