TITLE 11 COMMERCIAL CODE

Section 2. Sales, 11-2-101 through 11-2-725.

ARTICLE 2 SALES

11-2-105. Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit."

"Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8 of this title), and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the Code section on goods to be severed from realty (Code Section 11-2-107).
Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are "future" goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.
There may be a sale of a part interest in existing identified goods.
An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight, or other measure may to the extent of the seller's interest in the bulk be sold to the buyer who then becomes an owner in common.
"Lot" means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.
"Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.

(Code 1933, § 109A-2 - 105, enacted by Ga. L. 1962, p. 156, § 1.)

Law reviews.

- For article discussing the applicability of warranty provisions under the Uniform Commercial Code to domestic solar energy devices, see 30 Mercer L. Rev. 547 (1979). For article, "Computer Software: Does Article 2 of the Uniform Commercial Code Apply?," see 35 Emory L.J. 853 (1986). For comment, "Damage Awards and Computer Systems - Trends," see 35 Emory L.J. 255 (1986).

JUDICIAL DECISIONS

General Consideration

Cited in Lunsford v. Wilson, 113 Ga. App. 602, 149 S.E.2d 515 (1966); Reddick v. White Consol. Indus., Inc., 295 F. Supp. 243 (S.D. Ga. 1968); R.N. Kelly Cotton Merchant, Inc. v. York, 379 F. Supp. 1075 (M.D. Ga. 1973); R.N. Kelly Cotton Merchant, Inc. v. York, 494 F.2d 41 (5th Cir. 1974); Duval & Co. v. Malcom, 233 Ga. 784, 214 S.E.2d 356 (1975); Cone Mills Corp. v. A.G. Estes, Inc., 399 F. Supp. 938 (N.D. Ga. 1975); Space Leasing Assocs. v. Atlantic Bldg. Sys., 144 Ga. App. 320, 241 S.E.2d 438 (1977); Lipson v. Hawthorne Indus., Inc., 148 Ga. App. 751, 252 S.E.2d 639 (1979); Smith v. Dixon Ford Tractor Co., 160 Ga. App. 885, 288 S.E.2d 599 (1982); Goldkist, Inc. v. Brownlee, 182 Ga. App. 287, 355 S.E.2d 773 (1987); ATG Aerospace, Inc. v. High-Line Aviation Ltd., 149 Bankr. 730 (Bankr. N.D. Ga. 1992); Southern Tank Equip. Co. v. Zartic, Inc., 221 Ga. App. 503, 471 S.E.2d 587 (1996); SunTrust Bank v. Venable, 299 Ga. 655, 791 S.E.2d 5 (2016).

Goods

Effect of services of production and distribution of goods.

- 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 (N.D. Ga. 1975).

Items sold are still "goods" within the definition of O.C.G.A. § 11-2-105(1) even though service may play a role in their ultimate use. Cleveland Lumber Co. v. Proctor & Schwartz, Inc., 397 F. Supp. 1088 (N.D. Ga. 1975).

Test for "goods."

- Whether a product is manufactured is not the test for the definition of "goods" under the commercial code, but rather whether the items are movable at the time of identification of the contract. Willis Mining, Inc. v. Noggle, 235 Ga. App. 747, 509 S.E.2d 731 (1998).

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).

Fact that contract involves substantial amounts of labor does not remove it from definition of goods under O.C.G.A. § 11-2-105(1). Cleveland Lumber Co. v. Proctor & Schwartz, Inc., 397 F. Supp. 1088 (N.D. Ga. 1975).

Granite blocks.

- Because granite blocks were movable at the time of identification of the contract, they were "goods" under O.C.G.A. § 11-2-105, and an implied warranty of merchantability applied to their sale. Willis Mining, Inc. v. Noggle, 235 Ga. App. 747, 509 S.E.2d 731 (1998).

Ships are "goods" under the Uniform Commercial Code. R.C. Craig, Ltd. v. Ships of Sea, Inc., 345 F. Supp. 1066 (S.D. Ga. 1972), later proceeding, 401 F. Supp. 1051 (S.D. Ga. 1975).

Growing crops, including cotton, are "goods" within contemplation of O.C.G.A. § 11-2-105. Harris v. Hine, 232 Ga. 183, 205 S.E.2d 847 (1974).

Sale of horse for recreational use.

- 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).

The sale of water is the sale of goods whether delivery is made through a waterworks system or in bottles. Hence, the sale of water by a municipality is the sale of goods and a transaction which is governed by Art. 2 of the UCC. Zepp v. Mayor of Athens, 180 Ga. App. 72, 348 S.E.2d 673 (1986).

Future Goods

Contracts for future delivery of commodities where parties contemplate actual delivery are valid. Taunton v. Allenberg Cotton Co., 378 F. Supp. 34 (M.D. Ga. 1973).

Contract to sell future crop is sale of goods within scope of O.C.G.A. § 11-2-105. R.N. Kelly Cotton Merchant, Inc. v. York, 379 F. Supp. 1075 (M.D. Ga. 1973), aff'd, 494 F.2d 41 (5th Cir. 1974); Seminole Peanut Co. v. Goodson, 176 Ga. App. 42, 335 S.E.2d 157 (1985).

Contract for sale of crops is not invalid merely because contract was executed before crop in question was planted. Mitchell-Huntley Cotton Co. v. Lawson, 377 F. Supp. 661 (M.D. Ga. 1973).

Contract for sale of goods not yet in existence.

- Although a contract may be invalid because its execution was fraudulently induced, it will not be inoperative because it involves goods which are nonexistent at the time of the execution of the contract. Cone Mills Corp. v. A.G. Estes, Inc., 377 F. Supp. 222 (N.D. Ga. 1974).

A contract to sell, as distinguished from an actual sale, can relate to a commodity which is not in existence at the time the contract is executed. Taunton v. Allenberg Cotton Co., 378 F. Supp. 34 (M.D. Ga. 1973).

Fungible Goods

Sale of fungible goods without specific identification.

- O.C.G.A. § 11-2-105 does not forbid sale of fungible goods without specific identification. Cone Mills Corp. v. A.G. Estes, Inc., 377 F. Supp. 222 (N.D. Ga. 1974).

Peanuts were a farm commodity, and peanuts were also "goods" for purposes of applying the Statute of Frauds within the Uniform Commercial Code. Brooks Peanut Co. v. Great S. Peanut, LLC, 322 Ga. App. 801, 746 S.E.2d 272 (2013).

OPINIONS OF THE ATTORNEY GENERAL

Advertising transactions are not sales of goods, but rather contracts for work, labor, and materials.

- Descriptions of sales of goods in O.C.G.A. §§ 11-2-105 and11-2-106 do not cover advertising transactions, which are more like services intended to give public notice; as opposed to sales of goods, they are contracts for work, labor, and materials. 1972 Op. Att'y Gen. No. 72-96.

RESEARCH REFERENCES

Am. Jur. 2d.

- 67 Am. Jur. 2d, Sales, §§ 45, 46.

C.J.S.

- 77A C.J.S., Sales, § 1 et seq. 82 C.J.S., Statutes, § 309.

U.L.A.

- Uniform Commercial Code (U.L.A.) § 2-105.

ALR.

- Partition: division of building, 28 A.L.R. 727.

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.

What constitutes "goods" within the scope of UCC Article 2, 4 A.L.R.4th 912.

Applicability of UCC Article 2 to mixed contracts for sale of goods and services, 5 A.L.R.4th 501.

Conveyance of land as including mature but unharvested crops, 51 A.L.R.4th 1263.

What constitutes "future goods" within scope of U.C.C. Article 2, 48 A.L.R.6th 475.

Electricity, gas, or water furnished by public utility or alternative supplier as "goods" within provisions of Uniform Commercial Code, Article 2 on sales, 97 A.L.R.6th 1.

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