Tennessee Code Annotated
Tenn. Code Ann. § 47-2-103 (2026)
Definitions and index of definitions
✓ current as of May 2026
- (1) In this chapter unless the context otherwise requires:
- (a) "Buyer" means a person who buys or contracts to buy goods.
- (b) "Good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
- (c) "Receipt" of goods means taking physical possession of them.
- (d) "Seller" means a person who sells or contracts to sell goods.
- (2) Other definitions applying to this chapter or to specified parts thereof, and the sections in which they appear are:
"Acceptance." § 47-2-606.
"Banker's credit." § 47-2-325.
"Between merchants." § 47-2-104.
"Cancellation." § 47-2-106(4).
"Commercial unit." § 47-2-105.
"Confirmed credit." § 47-2-325.
"Conforming to contract." § 47-2-106.
"Contract for sale." § 47-2-106.
"Cover." § 47-2-712.
"Entrusting." § 47-2-403.
"Financing agency." § 47-2-104.
"Future goods." § 47-2-105.
"Goods." § 47-2-105.
"Identification." § 47-2-501.
"Installment contract." § 47-2-612.
"Letter of credit." § 47-2-325.
"Lot." § 47-2-105.
"Merchant." § 47-2-104.
"Overseas." § 47-2-323.
"Person in position of seller." § 47-2-707.
"Present sale." § 47-2-106.
"Sale." § 47-2-106.
"Sale on approval." § 47-2-326.
"Sale or return." § 47-2-326.
"Termination." § 47-2-106.
- (3) "Control" as provided in § 47-7-106 and the following definitions in other chapters apply to this chapter:
"Check." § 47-3-104.
"Consignee." § 47-7-102.
"Consignor." § 47-7-102.
"Consumer goods." § 47-9-102.
"Dishonor." § 47-3-502.
"Draft." § 47-3-104.
- (4) In addition chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter.
Acts 1963, ch. 81, § 1 (2-103); Acts 2000, ch. 846, § 4; 2008 , ch. 814, § 3.
Notes of Decisions
Cited in 10
cases, 1985–2019 · leading case: Charles Fox v. Amazon.com, Inc., 930 F.3d 415 (6th Cir. 2019).
Charles Fox v. Amazon.com, Inc., 930 F.3d 415 (6th Cir. 2019). “" Tenn. Code Ann. §§ 47-2-103 (1)(d), 47-2-106(1).”
Patton v. McHone, 822 S.W.2d 608 (Tenn. Ct. App. 1991). “” See Tenn.Code Ann. §§ 47-2-103(l)(d), 47-2-104(1) (1979).”
Baker v. Promark Prods. West, Inc., 692 S.W.2d 844 (Tenn. 1985). “Section 47-2-103 provides that “[i]n this chapter unless the context otherwise requires .”
Watts v. Mercedes-benz USA, LLC, 254 S.W.3d 422 (Tenn. Ct. App. 2007). “The UCC defines “seller” as “a person who sells or contracts to sell goods,” Tenn.Code Ann. § 47-2-103(l)(d), and “sale” as “the passing of title from the seller to the buyer for a price.”
In Re Music City RV, LLC, 304 S.W.3d 806 (Tenn. 2010). “” Tenn.Code Ann. § 47-2-103(l)(a)(2001). In this case, there is no indication that MCRV contracted to buy the RVs at issue, but rather, as a consignee, MCRV agreed to take possession and to try to sell them to a third party for a commission.”
State of Tennessee v. Benjamin Brown (Tenn. 2010). “” Tenn. Code Ann. § 47-2-103 (1)(a)(2001). In this case, there is no indication that MCRV contracted to buy the RVs at issue, but rather, as a consignee, MCRV agreed to take possession and to try to sell them to a third party for a commission.”
City of Athens v. Blair Strong Enter., LLC, d/b/a Open Door Cafe (Tenn. Ct. App. 2014). “Tenn. Code Ann. § 47-2-103 (1) (emphasis added).”
Charles Fox v. Amazon.com, Inc., 926 F.3d 295 (6th Cir. 2019). “" Tenn. Code Ann. §§ 47-2-103 (1)(d), 47-2-106(1).”
Banco Int'l, Inc. v. Goody's Fam. Clothing, 54 F. Supp. 2d 765 (E.D. Tenn. 1999). “T.C.A. § 47-2-103. An act can be a repudiation of contract when it is “a voluntary affirmative act which renders the obligor unable or apparently unable to perform without such a breach.”
Claybrook v. AutoZone Texas, L.P. (In Re Am. Remanufacturers, Inc.), 451 B.R. 349 (Bankr. D. Del. 2011). “See Tenn.Code Ann. § 47-2-103(c) (“ ‘Receipt’ of goods means taking physical possession of them.”
— Tenn. Code Ann. § 47-2-103(c) — 1 case
Claybrook v. AutoZone Texas, L.P. (In Re Am. Remanufacturers, Inc.), 451 B.R. 349 (Bankr. D. Del. 2011). “See Tenn.Code Ann. § 47-2-103(c) (“ ‘Receipt’ of goods means taking physical possession of them.”
— Tenn. Code Ann. § 47-2-103(l)(a)(2001) — 1 case
In Re Music City RV, LLC, 304 S.W.3d 806 (Tenn. 2010). “” Tenn.Code Ann. § 47-2-103(l)(a)(2001). In this case, there is no indication that MCRV contracted to buy the RVs at issue, but rather, as a consignee, MCRV agreed to take possession and to try to sell them to a third party for a commission.”
— Tenn. Code Ann. § 47-2-103(l)(d) — 2 cases
Patton v. McHone, 822 S.W.2d 608 (Tenn. Ct. App. 1991). “” See Tenn.Code Ann. §§ 47-2-103(l)(d), 47-2-104(1) (1979).”
Watts v. Mercedes-benz USA, LLC, 254 S.W.3d 422 (Tenn. Ct. App. 2007). “The UCC defines “seller” as “a person who sells or contracts to sell goods,” Tenn.Code Ann. § 47-2-103(l)(d), and “sale” as “the passing of title from the seller to the buyer for a price.”
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