Ark. Code Ann. § 4-2-106 (2026)
Definitions — “Contract” — “Agreement” — “Contract for sale” — “Sale” — “Present sale” — “Conforming” to contract — “Termination” — “Cancellation”
- 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 (§ 4-2-401). A “present sale” means a sale which is accomplished by the making of the contract.
- 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.
- “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.
- “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.
History. Acts 1961, No. 185, § 2-106; A.S.A. 1947, § 85-2-106.
Research References
ALR.
Applicability of UCC Article 2 to Mixed Contracts for Sale of Business Goods and Services: Computer Software, Systems, and Similar Contracts. 19 A.L.R.7th Art. 6 (2018).
Sale of Business as Subject to Article 2 of Uniform Commercial Code. 20 A.L.R.7th Art. 1 (2018).
Applicability of UCC Article 2 to Mixed Contracts for Sale of Business Goods and Services Other Than Distributorship, Computer, Manufacturing, Construction, and Similar Contacts. 25 A.L.R.7th Art. 4 (2018).
Case Notes
Present Sale.
Contract which stated, “The undersigned seller of the grain indicated on this contract fully understands that he or she is transferring title of said grain to the buyer and is relinquishing all control of the grain to the buyer” was an explicit agreement by the parties that title would pass at the time the contract was executed rather than at delivery of the crops. Cullipher v. Lindsey Rice Mill, Inc., 730 F. Supp. 970 (W.D. Ark. 1990).
Sale.
Unless transfer of title of grain from the producer to the warehouseman has occurred, the grain is to be regarded as stored rather than sold. Tucker v. Durham, 285 Ark. 264, 686 S.W.2d 402 (1985).
Country club was not liable under § 16-126-104 to accident victims injured by a driver who had consumed alcohol at the country club's charitable fundraiser because there was no “sale” of alcohol to the driver by the country club; rather, the country club donated two bottles of wine for every table of 10 persons at the fundraiser. Under subdivision (1) of this section, a sale consisted in the passing of title from the seller to the buyer for a price. Mason v. Chenal Country Club, 2010 Ark. App. 180 (2010).
Cited: American Aviation, Inc. v. Aviation Ins. Managers, Inc., 244 Ark. 829, 427 S.W.2d 544 (1968); Wawak v. Stewart, 247 Ark. 1093, 449 S.W.2d 922 (1970); Marine Mart, Inc. v. Pearce, 252 Ark. 601, 480 S.W.2d 133 (1972); Southland Mobile Home Corp. v. Chyrchel, 255 Ark. 366, 500 S.W.2d 778 (1973); In re Estate of Spann, 257 Ark. 857, 520 S.W.2d 286 (1975); Unlaub Co. v. Sexton, 568 F.2d 72 (8th Cir. 1977); Pemberton v. Ark. State Hwy. Comm'n, 268 Ark. 929, 597 S.W.2d 605 (1980); In re Bearhouse, Inc., 84 B.R. 552 (Bankr. W.D. Ark. 1988); Midland Dev., Inc. v. Pine Truss, Inc., 24 Ark. App. 132, 750 S.W.2d 62 (1988); In re Barton, 132 B.R. 23 (Bankr. W.D. Ark. 1991).