Tennessee Code Annotated

Tenn. Code Ann. § 47-2-301 (2026)

General obligation of parties

✓ current as of May 2026
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The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.

Acts 1963, ch. 81, § 1 (2-301).


Notes of Decisions
Cited in 6 cases, 2001–2020 · leading case: Trinity Indus., Inc. v. McKinnon Bridge Co., 77 S.W.3d 159 (Tenn. Ct. App. 2001).
Trinity Indus., Inc. v. McKinnon Bridge Co., 77 S.W.3d 159 (Tenn. Ct. App. 2001). · cites it 2× “Is the limitation on consequential damages unconscionable? This is a question of law for the court in light of the commercial setting, purpose and effect of the provision.”
Orlowski v. Bates, 146 F. Supp. 3d 908 (W.D. Tenn. 2015). · cites it 2× “” Tenn. Code Ann. § 47-2-301 . The failure of either party to satisfy this obligation constitutes a breach.”
W. Silver Recycling, Inc. v. Protrade Steel Co., LTD. (M.D. Tenn. 2019). · cites it 3× “” Tenn. Code Ann. § 47-2-301 ; O.C.R. § 1302.”
Ruffin Buildling Sys., Inc. v. Larry Gene Varner, an individual (Tenn. Ct. App. 2004). · cites it 4× “Plaintiff also cites Tenn. Code Ann. § 47-2-301 , -4- which discusses the obligations of parties to a contract stating “[t]he obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.”
W. Silver Recycling, Inc. v. Protrade Steel Co., LTD. (M.D. Tenn. 2020). · cites it 2× “” Tenn. Code Ann. § 47-2-301 . Thus, the failure of either party to satisfy this obligation constitutes a nonperformance amounting to a breach of contract.”
Claybrook v. AutoZone Texas, L.P. (In Re Am. Remanufacturers, Inc.), 451 B.R. 349 (Bankr. D. Del. 2011). “AutoZone Is Entitled to $3,629,589 in Credit for Rejected Returns.”
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