O.C.G.A.
O.C.G.A.

O.C.G.A. § 11-2-106 (2019)

Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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(1) In this article 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 (Code Section 11-2-401). A “present sale” means a sale which is accomplished by the making of the contract. (2) 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. (3) “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. (4) “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 canceling party also retains any remedy for breach of the whole contract or any unperformed balance.

History

Code 1933, § 109A-2-106, enacted by Ga. L. 1962, p. 156, § 1; Ga. L. 2002, p. 415, § 11.

Annotations

Law reviews. For article, “Buyer’s Right of Rejection: A Quarter Century Under the Uniform Commercial Code, and Recent Interna-

tional Developments,” see 13 Ga. L. Rev. 805 (1979). For article, “Computer Software: Does Article 2 of the Uniform Commercial Code Apply?,” see 35 Emory L.J. 853 (1986).

For comment on Fender v. Colonial Stores, Inc., 138 Ga. App. 31, 225 S.E.2d 691 (1976), see 28 Mercer L. Rev. 751 (1977).

JUDICIAL DECISIONS ANALYSIS GENERAL CONSIDERATION CONTRACT FOR SALE CONFORMING TO CONTRACT General Consideration 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). Contracts for future delivery of commodities where parties contemplate actual delivery are valid. Taunton v. Allenberg Cotton Co., 378 F. Supp. 34, 1973 U.S. Dist. LEXIS 10649 (M.D. Ga. 1973). Sale of crops to be planted in future. - Contract for sale of crops is not invalid merely because it was executed before crop in question was planted. Mitchell-Huntley Cotton Co. v. Lawson, 377 F. Supp. 661, 1973 U.S. Dist. LEXIS 10836 (M.D. Ga. 1973). Contract for Sale Promises to buy and sell. - Promise to buy certain goods is good consideration for promise to sell those goods. MitchellHuntley Cotton Co. v. Lawson, 377 F. Supp. 661, 1973 U.S. Dist. LEXIS 10836 (M.D. Ga. 1973). Delivery of goods pursuant to offer to pay in future. - Where defendant offered to pay in future for goods to be delivered presently, and seller agreed, delivered the merchandise to defendant, and did not retain any security interest therein, there was a completed “sale” of the goods in question, and defendant had

not only rightful possession of the items, but title to them as well. Elliott v. State, 149 Ga. App. 579, 254 S.E.2d 900, 1979 Ga. App. LEXIS 1942 (1979). Auto lease agreement. - Lease agreement for automobile, even though it places burden of repairs, taxes, insurance, etc., upon lessee is not a sale under O.C.G.A. § 11-2-106. Mays v. Citizens & S. Nat’l Bank, 132 Ga. App. 602, 208 S.E.2d 614, 1974 Ga. App. LEXIS 1759 (1974), overruled by Mock v. Canterbury Realty Co., 152 Ga. App. 872, 264 S.E.2d 489, 1980 Ga. App. LEXIS 1639 (1980). Buyer as titled owner. - Although a warranty of merchantability was implied in any sale of goods under O.C.G.A. § 112-314, the warranty only ran to a buyer in privity of contract with the seller and did not pass to a second or subsequent purchaser; thus, buyers who were not placed on the title and the title transferees had no cause of action against the seller under O.C.G.A. § 11-2-106(1) for breach of implied warranties because of their lack of privity as original purchasers. Gill v. Blue Bird Body Co., 147 Fed. Appx. 807, 2005 U.S. App. LEXIS 11626 (11th Cir. 2005). An agreement for the installation and maintenance of a protective alarm system was not a sale and, as a result, the implied warranty and other U.C.C. considerations were not applicable. D.L. Lee & Sons v. ADT Sec. Sys., 916 F. Supp. 1571, 1995 U.S. Dist. LEXIS 20330 (S.D. Ga. 1995). Conforming to Contract Encompasses totality of seller’s contracts. - Nonconformity cannot be viewed as a question of the quantity and

Conforming to Contract (Cont’d) quality of goods alone or of breaches of warranties, but of the performance of the

totality of the seller’s contractual undertaking. Esquire Mobile Homes, Inc. v. Arrendale, 182 Ga. App. 528, 356 S.E.2d 250, 1987 Ga. App. LEXIS 1714 (1987).

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 and 11-2-106 do not cover

advertising transactions, which are more like sales intended to give public notice; as opposed to a sale of goods, it is a contract for work, labor, and materials. 1972 Op. Att’y Gen. No. 72-96.

RESEARCH REFERENCES Am. Jur. 2d. 67 Am. Jur. 2d, Sales, §§ 26, 27. C.J.S. 77A C.J.S., Sales, §§ 3, 4. U.L.A. Uniform Commercial Code (U.L.A.) § 2106. ALR. What constitutes a contract for sale under Uniform Commercial Code § 2-314,

78 A.L.R.3d 696. What constitutes a transaction, a contract for sale, or a sale within the scope of UCC Article 2, 4 A.L.R.4th 85. 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.

Notes of Decisions
Cited in 20 cases (3 in the last 5 years), 1982–2025 · leading case: Mail Concepts, Inc. v. Foote & Davies, Inc., 409 S.E.2d 567 (Ga. Ct. App. 1991).
Sort: Relevance Newest Treatment
Mail Concepts, Inc. v. Foote & Davies, Inc., 409 S.E.2d 567 (Ga. Ct. App. 1991). · cites it 4× “Article 2 of the UCC applies only to "transactions in goods," OCGA § 11-2-102, with "goods" defined as things "which are movable at the time of identification to the contract for sale.”
Freeman v. Hubco Leasing, Inc., 324 S.E.2d 462 (Ga. 1985). · cites it 2× “” OCGA § 11-2-106 (1); Redfern Meats v. Hertz Corp.”
Robinson v. State, 297 S.E.2d 751 (Ga. Ct. App. 1982). · cites it 2× “§ 109A-2 — 106 (1) (now OCGA § 11-2-106 (1)), which defines a “sale” as the “passing of title from the seller to the buyer for a price.”
Esquire Mobile Homes, Inc. v. Arrendale, 356 S.E.2d 250 (Ga. Ct. App. 1987). · cites it 4× “" In support of this assertion, appellant cites the purchase agreement which provided that it was selling a new, brown 1984 Spirit mobile home, model 4009, serial number 1959, containing three bedrooms and being 60 feet in length and 24 feet in width.”
Tidwell v. Slocumb (In Re Georgia Steel, Inc.), 71 B.R. 903 (Bankr. M.D. Ga. 1987). · cites it 3× “§ 11-9-306(2) (1982). In order for this section to apply, the Court must find that C & S Bank authorized a “sale, exchange, or other disposition” of the radio tower by Debtor.”
Thompson v. Kohl, 453 S.E.2d 485 (Ga. Ct. App. 1994). · cites it 2× “” OCGA § 11-2-106 (1). Webster’s Third New International Dictionary defines “sale” as “a contract transferring the absolute or general ownership of property from one person or corporate body to another for a price (as a sum of money or any other consideration).”
PCS Jt. Venture, Ltd. v. Davis, 465 S.E.2d 713 (Ga. Ct. App. 1995). · cites it 2× “See OCGA § 11-2-106 (1); Intercorp v. Pennzoil Co.”
Embryo Progeny Assocs. v. Lovana Farms, Inc., 416 S.E.2d 833 (Ga. Ct. App. 1992). · cites it 2× “OCGA §§ 11-2-106 (1); 11-2-401. Accordingly, Embryo Progeny contends a breach of the release agreement should be governed by the six-year limitation period applicable to simple written contracts.”
Omac, Inc. v. Sw. Mach. & Tool Works, Inc., 374 S.E.2d 829 (Ga. Ct. App. 1988). · cites it 2× “The contested instructions are part of the Sales Article of the Uniform Commercial Code which appellant contends is inapplicable because there was no sale involved.”
Robert C. Gill v. Blue Bird Wanderlodge, 147 F. App'x 807 (11th Cir. 2005). “Because O.C.G.A. § 11-2-106(1) dictates that a “sale” turns on the passing of title, on any ancillary documents or course of dealing, the undisputed fact that title to the motor home never passed to the Gills is determinative.”
Stephens v. Crittenden Tractor Co., 370 S.E.2d 757 (Ga. Ct. App. 1988). · cites it 2× “Rather, appellant seeks to use OCGA § 11-2-608 to revoke his acceptance of the equipment because *551 appellee breached its warranty to provide timely repair of the used equipment, and is thus proceeding under the authority of Jacobs, supra, and OCGA § 11-2-106 (2), which…”
Keaton v. State, 313 S.E.2d 721 (Ga. Ct. App. 1984). · cites it 2× “At trial appellant requested that the court issue an instruction to the jury defining a “sale” as it is narrowly delineated in the Commercial Code of this state (OCGA § 11-2-106 (Code Ann. § 109A-2—106)).”
Show all 20 citing cases →
— 11-2-106(1) — 5 cases
Tidwell v. Slocumb (In Re Georgia Steel, Inc.), 71 B.R. 903 (Bankr. M.D. Ga. 1987). “§ 11-9-306(2) (1982). In order for this section to apply, the Court must find that C & S Bank authorized a “sale, exchange, or other disposition” of the radio tower by Debtor.”
Robert C. Gill v. Blue Bird Wanderlodge, 147 F. App'x 807 (11th Cir. 2005). “Because O.C.G.A. § 11-2-106(1) dictates that a “sale” turns on the passing of title, on any ancillary documents or course of dealing, the undisputed fact that title to the motor home never passed to the Gills is determinative.”
Saffron, Inc. v. MacOn Kraft, Inc. (In Re Saffron, Inc.), 134 B.R. 62 (Bankr. M.D. Ga. 1991).
McDonald v. Ocilla Cotton Warehouse, Inc. (In Re McDonald), 224 B.R. 862 (Bankr. S.D. Ga. 1998).
Geovision, Inc., Plaintiff-Counter-Defendant-Appellant v. Geovision Corp. & Geovision Sys., Inc., Defendants-Counter-Claimants-Appellees, 928 F.2d 387 (11th Cir. 1991).
— 11-2-106(5) — 1 case
Hydro Sys., Inc v. Factory Automation Sys., Inc (N.D. Ga. 2025).
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