K.S.A. § 84-2-103 (2026)

Definitions and index of definitions

KANSAS COMMENT, 1996

1. This section is the first of several definitional sections in Article 2. Other definitions applicable to Article 2 are found in sections 84-2-104, 84-2-105, and 84-2-106, as well as the provisions listed in subsection (2). Definitions applicable to the entire Code, including Article 2, appear in 84-1-201.

2. Paragraph (1)(a) defines a "buyer" as a person who either buys or contracts to buy goods. A buyer may purchase for cash, by exchange of property, or on secured or unsecured credit. A buyer also may receive goods (or documents of title representing goods) under a pre-existing contract. See 84-1-201(9); Cott v. Peppermint Twist Mgmt. Co., 253 K. 452, 856 P.2d 906 (1993). A buyer that pays all or part of the price in goods is also a seller under 84-2-304.

3. A contract for the sale of goods, like all contracts and duties under the Code, imposes an obligation on the parties to perform and enforce the contract in good faith. 84-1-203. In addition, a number of sections of Article 2 incorporate the requirement of good faith. See, e.g., 84-2-306(1), 84-2-603(3), & 84-2-706(1). Paragraph (1)(b) defines "good faith" as applied to merchants (defined in 84-2-104) under Article 2 as containing both a subjective standard ("honesty in fact") as well as an additional objective standard of the observance of reasonable commercial standards of fair dealing in the trade. Usage of trade, course of dealing, and course of performance are relevant in establishing reasonable commercial standards. See Nanakuli Paving & Rock Co. v. Shell Oil Co., 664 F.2d 772 (9th Cir. 1981). For cases applying Kansas law concerning the meaning of "good faith" under Article 2, see Baker v. Ratzlaff, 1 K.A.2d 285, 564 P.2d 153 (1977); Wayman v. Amoco Oil Co., 923 F. Supp. 1322 (D. Kan. 1996); Kansas Municipal Gas Agency v. Vesta Energy Co., 843 F. Supp. 1401 (D. Kan. 1994); Nash Finch Co. v. Caspar, 813 F. Supp. 1497 (D. Kan. 1993). The general Code definition of "good faith" is limited to subjective honesty in fact, and applies to non-merchants under Article 2. See 84-1-201(19).

4. Paragraph (1)(c) defines "receipt" as taking physical possession of the goods. Official Comment 2 to 84-2-705 adds that receipt may be by a buyer's designated representative or a subpurchaser when the shipment is made directly to the subpurchaser. Receipt is not the same as delivery or tender, because a seller may complete its tender or delivery obligations before the buyer takes possession of the goods. 84-2-503.

5. Paragraph (1)(d) defines a "seller" as a person who either sells or contracts to sell goods. A sale is the "passing of title from the seller to the buyer for a price." 84-2-106(1). A buyer that pays all or part of the price in goods is a seller as to those goods. 84-2-304.

Revisor's Note:

Section was also amended by L. 2007, ch. 90, § 48, but that version was repealed by L. 2007, ch. 195, § 60.

Law Review and Bar Journal References:

Paragraph (1) (b) noted in "Secured Transactions in Kansas: The New Look," J. Eugene Balloun, 5 W.L.J. 192, 194 (1966).

What is implied by the word "seller" as defined by (1) (d) of this section, John B. Roesler, 19 K.L.R. 251, 254 (1971).

"U.C.C.: The Farmer is Not a Merchant Under the U.C.C.—Promissory Estoppel to Avoid the Operation of the Statute of Frauds," Mark A. Buck, 16 W.L.J. 230, 231, 236 (1976).

"Uniform Commercial Code: Aspects of a Commercially Reasonable Sale of Repossessed Property," Jon D. Graves, 19 W.L.J. 123, 124 (1979).

"Commercial Transactions Under the New Bankruptcy Act," Paul B. Rasor, 48 J.B.A.K. 199, 204 (1979).

"Too Much Good Faith in Real Estate Purchase Agreements? Give Me an Option," Harvey L. Temkin, 34 K.L.R. 43, 74 (1985).

"Commercial Law—Commercially Unreasonable Foreclosure Sales in the Context of a Surety Relationship—United States v. Lattauzio," John S. Clifford, 34 K.L.R. 175, 181 (1985).

CASE ANNOTATIONS

1. Where the buyer fails to make payment due on or before delivery, the seller may cancel and resell the goods. Spikes v. Bauer, 6 Kan. App. 2d 45, 46, 626 P.2d 816.

2. Summary judgment precluded where genuine issue exists as to whether secondary packaging operation was "seller" or "merchant." Nature's Share, Inc. v. Kutter Products, Inc., 752 F. Supp. 371, 378 (1990).

3. Wife who cosigned loans and kept ledger for automobile business run as sole proprietorship by husband not proper party to action involving business. Bishop v. Mid-America Auto Auction, Inc., 772 F. Supp. 565 (1991).

4. Instruction on breach of warranty examined where plaintiffs served dishwashing liquid rather than similar-looking alcoholic beverage. Cott v. Peppermint Twist Mgt. Co., 253 Kan. 452, 491, 856 P.2d 906 (1993).

5. Whether issue of breach of duty of good faith by supplier in negotiating final contract precluded summary judgment examined. Kansas Mun. Gas Agency v. Vesta Energy Co., Inc., 840 F. Supp. 814, 820 (1993).

6. Whether demand for failure of supply provision in firm supply contract was reasonable commercial standard examined. Kansas Mun. Gas Agency v. Vesta Energy Co., Inc., 843 F. Supp. 1401, 1408, (1994).

7. Dealer did not violate agreement with franchisee regarding price where dealer satisfied UCC good faith requirement. Wayman v. Amoco Oil Co., 923 F. Supp. 1322, 1346 (1996).

8. Car owner was not seller for breach of warranty claim purposes. Steele v. Ellis, 961 F. Supp. 1458, 1466 (1997).