Wisconsin Statutes
Wis. Stat. § 402.105 (2026)
Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit”
✓ current as of July 2026
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402.105(1)(a)(a) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
402.105(1)(b)(b) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.
402.105(1)(c)(c) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (ch. 408) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in s. 402.107 on goods to be severed from realty.
402.105(1)(d)(d) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.
402.105(4)(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller’s interest in the bulk be sold to the buyer who then becomes an owner in common.
402.105 AnnotationGiven the authority establishing that even licensed software is a good, the contract in this case—under which the seller maintained its software on its own servers and the buyer paid an annual subscription fee to access the software through a web browser—was at least in part for the sale of a “good.” Marquette University v. Kuali, Inc., 584 F. Supp. 3d 720 (2022).
Notes of Decisions
Cited in 12
cases (3 in the last 5 years), 1975–2025 · leading case: GFI Wisconsin, Inc. v. Reedsburg Util. Comm'n, 440 B.R. 791 (W.D. Wis. 2010).
GFI Wisconsin, Inc. v. Reedsburg Util. Comm'n, 440 B.R. 791 (W.D. Wis. 2010). “In its brief, appellant argued that appel-lees’ claims were for electrical services, not goods, because electricity is not movable and identifiable at the time of the contract of sale, as required under the definition of goods found in the Uniform Commercial Code, Wis. Stat. §…”
Badger Produce Co. v. Prelude Foods Int'l, Inc., 387 N.W.2d 98 (Wis. Ct. App. 1986). “Section 402.105(l)(a), Stats. We cannot interpret "commercial unit" as expansively as Badger urges.”
McLaughlin v. Sec. Pac. Hous. Servs. (In Re McLaughlin), 183 B.R. 171 (Bankr. W.D. Wis. 1995). “Wis.Stat. § 402.105(l)(b) (1993-94). Under Wis.”
In re Woller, 483 B.R. 886 (Bankr. W.D. Wis. 2012). “See Wis. Stat. § 402.105 (l)(c) (goods are “all things .”
CG Schmidt Inc. v. Permasteelisa North Am., 142 F. Supp. 3d 755 (E.D. Wis. 2015). “” Wis. Stat. § 402.105 . Though PNA did not address whether the UCC applies in its briefs, CGS argued in its response brief that the Code should govern this matter because the alleged contract was for the sale of a “good,” ie.”
Armstrong v. Colletti, 276 N.W.2d 364 (Wis. Ct. App. 1979). “Sec. 402.105(1), Stats. We are urged to apply sec.”
Knutson v. Mueller, 228 N.W.2d 342 (Wis. 1975). “The subsequent acts of the parties showing the construction that they themselves have put upon the agreement are to be considered by you for the purpose of assisting you in arriving at a determination of what the arrangement was between the parties.”
Lakeside Bridge & Steel Co. v. Mountain State Constr. Co., 400 F. Supp. 273 (E.D. Wis. 1975). “102 of the Wisconsin Statutes (1973) states that “ * * * this chapter applies to transactions in goods * * “Goods” are defined in § 402.105(1) as “all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale * The…”
Marquette Univ. v. Kuali Inc (E.D. Wis. 2022). “” Wis. Stat. § 402.105 (1)(c). “[T]he applicability of the Uniform Commercial Code to software is a question that has confounded courts in the digital age.”
Viking Packaging Tech., Inc. v. Vassallo Foods, Inc., 2011 WI App 133 (Wis. Ct. App. 2011). “) A "commercial unit" is defined by Wis. Stat. § 402.105 (l)(a) as: a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use.”
Nick Balsimo v. Venture One Stop, Inc. (Wis. Ct. App. 2024). “§ 402.105(1)(c) (defining “goods” as “all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than money in which the price is to be paid, investment securities … and things in action”).”
Fitzgerald v. Wells Fargo & Co. (E.D. Wis. 2025). “See §402.105(1)(c); see also Johnson Bank v. Bonkoski, 904 N.”
— Wis. Stat. § 402.105(1) — 2 cases
Armstrong v. Colletti, 276 N.W.2d 364 (Wis. Ct. App. 1979). “Sec. 402.105(1), Stats. We are urged to apply sec.”
Lakeside Bridge & Steel Co. v. Mountain State Constr. Co., 400 F. Supp. 273 (E.D. Wis. 1975). “102 of the Wisconsin Statutes (1973) states that “ * * * this chapter applies to transactions in goods * * “Goods” are defined in § 402.105(1) as “all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale * The…”
— Wis. Stat. § 402.105(1)(c) — 2 cases
Nick Balsimo v. Venture One Stop, Inc. (Wis. Ct. App. 2024). “§ 402.105(1)(c) (defining “goods” as “all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than money in which the price is to be paid, investment securities … and things in action”).”
Fitzgerald v. Wells Fargo & Co. (E.D. Wis. 2025). “See §402.105(1)(c); see also Johnson Bank v. Bonkoski, 904 N.”
— Wis. Stat. § 402.105(l)(a) — 1 case
Badger Produce Co. v. Prelude Foods Int'l, Inc., 387 N.W.2d 98 (Wis. Ct. App. 1986). “Section 402.105(l)(a), Stats. We cannot interpret "commercial unit" as expansively as Badger urges.”
— Wis. Stat. § 402.105(l)(b) — 1 case
McLaughlin v. Sec. Pac. Hous. Servs. (In Re McLaughlin), 183 B.R. 171 (Bankr. W.D. Wis. 1995). “Wis.Stat. § 402.105(l)(b) (1993-94). Under Wis.”
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