Wis. Stat. » CHAPTER 402 — UNIFORM COMMERCIAL CODE — SALES
Wisconsin Statutes

Wis. Stat. § 402.106 (2026)

Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”

✓ current as of July 2026
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402.106402.106 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”. In this chapter unless the context otherwise requires:
402.106(1)(1) “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.
402.106(2)(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.
402.106(3)(3) “Contract” and “agreement” are limited to those relating to the present or future sale of goods.
402.106(4)(4) “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time.
402.106(5)(5) A “present sale” means a sale which is accomplished by the making of the contract.
402.106(6)(6) A “sale” consists in the passing of title from the seller to the buyer for a price (s. 402.401).
402.106(7)(7) “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. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
402.106 HistoryHistory: 1983 a. 189.
402.106 AnnotationIn this case, the penalties provision in a purchase contract allowed the buyer to cancel the contract and forfeit a portion of the purchase price, thereby discharging the parties of their contractual obligations. This manner of canceling a contract is consistent with cancellation under sub. (1). However, each party instead completed its obligations under the purchase contract, so the penalties provision no longer applied, and the buyer could no longer invoke the provision to return the goods. Accordingly, when the buyer attempted to cancel the purchase contract by returning the goods, that constituted an attempt to cancel the completed sale, not the purchase contract. Balsimo v. Venture One Stop, Inc., 2024 WI App 58, 414 Wis. 2d 27, 13 N.W.3d 228, 22-1715.
Notes of Decisions
Cited in 14 cases (2 in the last 5 years), 1969–2024 · leading case: Est. of Kriefall v. Sizzler USA Franchise, Inc., 2011 WI App 101 (Wis. Ct. App. 2011).
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Est. of Kriefall v. Sizzler USA Franchise, Inc., 2011 WI App 101 (Wis. Ct. App. 2011). · cites it 8× “") Although Wis. Stat. § 402.106 (6) tells us that "[a] 'sale' consists in the passing of title from the seller to the buyer for a price (s.”
State Farm Fire & Cas. Co. v. Amazon.Com, Inc., 390 F. Supp. 3d 964 (W.D. Wis. 2019). · cites it 2× “103 (d) (defining "seller" as "a person who sells or contracts to sell goods"); Wis. Stat. § 402.106 (6) (defining "sale" as the "passing of title from the seller to the buyer for a price"); Wis.”
Goudy v. Yamaha Motor Corp., USA, 2010 WI App 55 (Wis. Ct. App. 2010). · cites it 2× “608 properly dismissed where there is no evidence that a warranted product is nonconforming); Wis. Stat. § 402.106 (2) (goods are nonconforming when they are not in accordance with the obligations under the contract).”
Metro. Liquor Co. v. Heublein, Inc., 305 F. Supp. 946 (E.D. Wis. 1969). · cites it 2× “Wis.Stat. § 402.106(3) and (4) define and distinguish the words “termination” and “cancellation” as used in this portion of the commercial code; although the two words have related meanings in ordinary verbiage, they have very separate and distinct meanings under the statute.”
Mumm v. Adametz (In Re Adametz), 53 B.R. 299 (Bankr. W.D. Wis. 1985). “§ 402.106(6) provides, “[a] ‘sale’ consists in the passing of title from the seller to the buyer for a price.”
Meyer v. Kero-Sun, Inc., 570 F. Supp. 402 (W.D. Wis. 1983). “, § 402.106(3)) states: “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.”
Matter of Wood, 47 B.R. 774 (Bankr. W.D. Wis. 1985). “The creditors quite properly argue that the transaction between Wood and Laufenberg was not a sale, but was rather a loan secured by a bill of sale to the herd given in lieu of any other form of security agreement.”
Milwaukee Valve Co. v. Mishawaka Brass Mfg., Inc., 319 N.W.2d 885 (Wis. Ct. App. 1982). · cites it 2× “REJECTION OF 85-5-5-5 INGOT Section 402.106(2), Stats., provides: “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.”
Lader's Tiffany Feed & Supply Co. v. Kohl (In Re Kohl), 11 B.R. 470 (Bankr. W.D. Wis. 1981). “§ 402.106(1). Each of its elements having been demonstrated, Wis.”
Harold W. Fuchs Agency, Inc. v. Dep't of Revenue, 282 N.W.2d 625 (Wis. Ct. App. 1979). · cites it 2× “Section 402.106(1), Stats., provides that a sale “consists in the passing of title from the seller to the buyer for a price (s.”
Cheema Trans LLC v. PACCAR Inc (E.D. Wis. 2023). · cites it 4× “” In their notice of removal, and again in their opposition and sur- reply, Defendants cite Wis. Stat. § 402.106 (2) for the proposition that a good is “conforming” when it is “in accordance with the obligations under the contract.”
Nick Balsimo v. Venture One Stop, Inc. (Wis. Ct. App. 2024). · cites it 3× “§ 402.106(1). The effect of termination is that “all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.”
Show all 14 citing cases →
— Wis. Stat. § 402.106(1) — 5 cases
Matter of Wood, 47 B.R. 774 (Bankr. W.D. Wis. 1985). “The creditors quite properly argue that the transaction between Wood and Laufenberg was not a sale, but was rather a loan secured by a bill of sale to the herd given in lieu of any other form of security agreement.”
Lader's Tiffany Feed & Supply Co. v. Kohl (In Re Kohl), 11 B.R. 470 (Bankr. W.D. Wis. 1981). “§ 402.106(1). Each of its elements having been demonstrated, Wis.”
Harold W. Fuchs Agency, Inc. v. Dep't of Revenue, 282 N.W.2d 625 (Wis. Ct. App. 1979). “Section 402.106(1), Stats., provides that a sale “consists in the passing of title from the seller to the buyer for a price (s.”
Nick Balsimo v. Venture One Stop, Inc. (Wis. Ct. App. 2024). “§ 402.106(1). The effect of termination is that “all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.”
In Re Pelton, 171 B.R. 641 (Bankr. W.D. Wis. 1994).
— Wis. Stat. § 402.106(2) — 2 cases
Milwaukee Valve Co. v. Mishawaka Brass Mfg., Inc., 319 N.W.2d 885 (Wis. Ct. App. 1982). “REJECTION OF 85-5-5-5 INGOT Section 402.106(2), Stats., provides: “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.”
Cheema Trans LLC v. PACCAR Inc (E.D. Wis. 2023). “” In their notice of removal, and again in their opposition and sur- reply, Defendants cite Wis. Stat. § 402.106 (2) for the proposition that a good is “conforming” when it is “in accordance with the obligations under the contract.”
— Wis. Stat. § 402.106(3) — 2 cases
Metro. Liquor Co. v. Heublein, Inc., 305 F. Supp. 946 (E.D. Wis. 1969). “Wis.Stat. § 402.106(3) and (4) define and distinguish the words “termination” and “cancellation” as used in this portion of the commercial code; although the two words have related meanings in ordinary verbiage, they have very separate and distinct meanings under the statute.”
Meyer v. Kero-Sun, Inc., 570 F. Supp. 402 (W.D. Wis. 1983). “, § 402.106(3)) states: “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.”
— Wis. Stat. § 402.106(4) — 1 case
T&M Farms v. CNH Indus. Am. LLC (E.D. Wis. 2020).
— Wis. Stat. § 402.106(6) — 4 cases
Est. of Kriefall v. Sizzler USA Franchise, Inc., 2011 WI App 101 (Wis. Ct. App. 2011). “") Although Wis. Stat. § 402.106 (6) tells us that "[a] 'sale' consists in the passing of title from the seller to the buyer for a price (s.”
Mumm v. Adametz (In Re Adametz), 53 B.R. 299 (Bankr. W.D. Wis. 1985). “§ 402.106(6) provides, “[a] ‘sale’ consists in the passing of title from the seller to the buyer for a price.”
Nick Balsimo v. Venture One Stop, Inc. (Wis. Ct. App. 2024). “§ 402.106(1). The effect of termination is that “all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.”
T&M Farms v. CNH Indus. Am. LLC (E.D. Wis. 2020).
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