Tennessee Code Annotated

Tenn. Code Ann. § 47-2-104 (2026)

Definitions - "Merchant" - "Financing agency" - "Between merchants."

✓ current as of May 2026

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(1) "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.

(2) "Financing agency" means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or associated with the draft. "Financing agency" includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (§ 47-2-707).

(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.

Acts 1963, ch. 81, § 1 (2-104); Acts 2008 , ch. 814, § 4.

Notes of Decisions

Cited in 11 cases (1 in the last 5 years), 1972–2025 · leading case: Brooks Cotton Co., Inc. v. Bradley F. Williams, 381 S.W.3d 414 (Tenn. Ct. App. 2012).

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Brooks Cotton Co., Inc. v. Bradley F. Williams, 381 S.W.3d 414 (Tenn. Ct. App. 2012). · cites it 9× “Tenn.Code Ann. § 47-2-104, cmt. 2 (emphasis added).”

Autozone, Inc. v. Glidden Co., 737 F. Supp. 2d 936 (W.D. Tenn. 2010). · cites it 3× “See Tenn. Code Ann. § 47-2-104 (1). Because those products would not be fit for their ordinary purpose of covering the walls of buildings and because lay people would likely conclude that “something was wrong” with paint that quickly cracked, peeled, and faded, the paint…”

Knoxville Rod & Bearing, Inc. v. Bettis Corp. of Knoxville, 672 S.W.2d 203 (Tenn. Ct. App. 1983). · cites it 4× “We feel that plaintiff and defendant, buyer and seller respectively, come within the definition of “merchant” in Tenn.Code Ann. § 47-2-104(1) (1979): “Merchant” means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or…”

Foley v. Dayton Bank & Trust, 696 S.W.2d 356 (Tenn. Ct. App. 1985). · cites it 2× “” T.C.A. § 47-2-104 (1979) defines merchant as: Definitions — “Merchant” — “Between merchants” — “Financing agency.”

Carbon Processing & Reclamation, LLC v. Valero Mktg. & Supply Co., 694 F. Supp. 2d 888 (W.D. Tenn. 2010). · cites it 2× “Furthermore, the dealings between the parties were dealings between merchants as defined in Tenn.Code Ann. § 47-2-104. While Plaintiff alleges that the parties had formed an oral contract in December 2007, there is no allegation that the terms of the oral contract, including the…”

Couch v. Cockroft, 490 S.W.2d 713 (Tenn. Ct. App. 1972). · cites it 2× “Under the facts we hold the purchase by Cockroft was not a transaction “between merchants” as contemplated by T.C.A. § 47-2-104(3), so as to charge Cockroft with “the knowledge or skill of merchants.”

Jahn v. Quintrell (In Re Tom Woods Used Cars, Inc.), 21 B.R. 560 (Bankr. E.D. Tenn. 1982). · cites it 2× “Tenn.Code Ann. § 47-2-104(l). 1 The result is that whatever understandings or agreements the dealers had as to when title passed to the debtor are irrelevant.”

D & K Broadcast Props., Ltd. v. Still (In Re Jackson Television, Ltd.), 121 B.R. 790 (Bankr. E.D. Tenn. 1990). · cites it 6× “Tenn.Code Ann. § 47-2-104 (1979). The official comments to § 47-2-104 discuss the term “merchant” as used in § 2-314’s definition of the warranty of merchantability.”

Thomas Energy Corp. v. Caterpillar Fin. Servs. Corp. (Tenn. Ct. App. 2014). · cites it 4× “Tenn. Code Ann. § 47-2-104 (1) (emphasis added).”

Ladon Relliford v. Jerry Burks (Tenn. Ct. App. 2025). · cites it 2× “Tenn. Code Ann. § 47-2-104 (1). A “buyer in the ordinary course of business” requires the purchase be from a person “in the business of selling goods of that kind.”

3L Commc'ns L.L.C. v. Jodi Merola, Individually, & d/b/a NY Telecom Supply (Tenn. Ct. App. 2013). · cites it 2× “” Tennessee Code Annotated Section 47-2-104(1) defines a “Merchant” as: [A] person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such…”

— Tenn. Code Ann. § 47-2-104(1) — 4 cases

Brooks Cotton Co., Inc. v. Bradley F. Williams, 381 S.W.3d 414 (Tenn. Ct. App. 2012). “Tenn.Code Ann. § 47-2-104, cmt. 2 (emphasis added).”

Autozone, Inc. v. Glidden Co., 737 F. Supp. 2d 936 (W.D. Tenn. 2010). “See Tenn. Code Ann. § 47-2-104 (1). Because those products would not be fit for their ordinary purpose of covering the walls of buildings and because lay people would likely conclude that “something was wrong” with paint that quickly cracked, peeled, and faded, the paint…”

Knoxville Rod & Bearing, Inc. v. Bettis Corp. of Knoxville, 672 S.W.2d 203 (Tenn. Ct. App. 1983). “We feel that plaintiff and defendant, buyer and seller respectively, come within the definition of “merchant” in Tenn.Code Ann. § 47-2-104(1) (1979): “Merchant” means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or…”

3L Commc'ns L.L.C. v. Jodi Merola, Individually, & d/b/a NY Telecom Supply (Tenn. Ct. App. 2013). “” Tennessee Code Annotated Section 47-2-104(1) defines a “Merchant” as: [A] person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such…”

— Tenn. Code Ann. § 47-2-104(3) — 2 cases

Couch v. Cockroft, 490 S.W.2d 713 (Tenn. Ct. App. 1972). “Under the facts we hold the purchase by Cockroft was not a transaction “between merchants” as contemplated by T.C.A. § 47-2-104(3), so as to charge Cockroft with “the knowledge or skill of merchants.”

— Tenn. Code Ann. § 47-2-104(l) — 1 case

Jahn v. Quintrell (In Re Tom Woods Used Cars, Inc.), 21 B.R. 560 (Bankr. E.D. Tenn. 1982). “Tenn.Code Ann. § 47-2-104(l). 1 The result is that whatever understandings or agreements the dealers had as to when title passed to the debtor are irrelevant.”

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