O.C.G.A. § 11-2-102 (2019)

Annotations

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 Ga. App. LEXIS 2021 (1975). Contract to sell future crop is sale of goods within scope of O.C.G.A. § 11-2102. R.N. Kelly Cotton Merchant, Inc. v. York, 379 F. Supp. 1075, 1973 U.S. Dist. LEXIS 11445 (M.D. Ga. 1973), aff’d, 494 F.2d 41, 1974 U.S. App. LEXIS 8552 (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 Ga. App. LEXIS 1355 (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 Ga. App. LEXIS 251 (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 Ga. App. LEXIS 2613 (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 Ga. App. LEXIS 1263 (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 Ga. App. LEXIS 2716 (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 Ga. App. LEXIS 307 (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 Ga. App. LEXIS 1026 (1998), cert. denied, No. S98C1782, 1998 Ga. LEXIS 1172 (Ga. Nov. 20, 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, 1975 U.S. Dist. LEXIS 14052 (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 Ga. App. LEXIS 1085 (1995), cert. denied, No. S96C0536, 1996 Ga. LEXIS 460 (Ga. Mar. 1, 1996). 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, 1982 U.S. Dist. LEXIS 13805 (N.D. Ga. 1982), aff’d, 747 F.2d 708, 1984 U.S. App. LEXIS 17725 (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 Ga. App. LEXIS 1905 (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 Ga. App. LEXIS 777 (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 Ga. App. LEXIS 1263 (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 install-

ing 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 Ga. App. LEXIS 857 (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 Ga. App. LEXIS 946 (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 con-

sidered 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, 1995 U.S. Dist. LEXIS 11282 (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, 15 U.S.C. § 1692 et seq., 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, 2007 U.S. Dist. LEXIS 31907 (M.D. Ga. 2007).

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.) § 2102. 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.