Kentucky Revised Statutes

Ky. Rev. Stat. § 355.2-106 (2026)

Definitions -- "Contract" -- "Agreement" -- "Contract for sale" --

✓ current as of May 2026

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"Sale" -- "Present sale" -- "Conforming" to contract -- "Termination" -- "Cancellation" -- "Hybrid transaction."

(1) In this article, unless the context otherwise requires:

(a) "Contract" and "agreement" are limited to those relating to the present or future sale of goods;

(b) "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time;

(d) 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) (a) "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.

(b) 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.

(5) "Hybrid transaction" means a single transaction involving a sale of goods and:

(a) The provision of services;

(b) A lease of other goods; or

(c) A sale, lease, or license of property other than goods. Effective: January 1, 2025 History: Amended 2024 Ky. Acts ch. 10, sec. 6, effective January 1, 2025. -- Created 1958 Ky. Acts ch. 77, sec. 2-106, effective July 1, 1960.

Notes of Decisions

Cited in 5 cases (1 in the last 5 years), 1964–2026 · leading case: A & a Mech., Inc. v. Thermal Equip. Sales, Inc., 998 S.W.2d 505 (Ky. Ct. App. 1999).

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A & a Mech., Inc. v. Thermal Equip. Sales, Inc., 998 S.W.2d 505 (Ky. Ct. App. 1999). “"Sale” and "Contract for sale” are defined in KRS 355.2-106: "Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time.”

Harris Trust & Sav. Bank v. Wathen's Elevators, Inc. (In Re Wathen's Elevators, Inc.), 32 B.R. 912 (Bankr. W.D. Ky. 1983). “KRS 355.2-106(1) defines a sale as the passing of title to goods, but refers to 2 — 401 for the timing of that passage.”

United States v. P. & D. Coal Mining Co., 251 F. Supp. 1005 (W.D. Ky. 1964). “Insofar as defendant’s counterclaim is concerned, the question to be decided is whether or not the United States, as assignee of the debt owed defendant by National, can be held liable on interest accruing on such debt.”

Holmes (E.D. Ky. 2026). · cites it 2× “See KRS § 355.2-106. Under Freedom’s version of events, it delivered a vehicle with mileage exceeding that stated in the contract, rendering the vehicle nonconforming.”

Cogan Imports, Inc. v. Dharod (W.D. Ky. 2019). “2-204(3), with KRS 355.2-106. Further, when Kentucky adopted the UCC the legislature included a provision stating that, where not specifically defined by the UCC, Kentucky’s common law would govern interpretation.”

— Ky. Rev. Stat. § 355.2-106(1) — 1 case

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