Memorandum
To:
From:
Date:
Re:
Commission
John JA Burke
12 June 2004
Amended Article 2 (Sales)
This memorandum continues the study by the New Jersey Law Revision Commission
of Amended Article 2 (Sales) promulgated by the National Conference of
Commissioners on Uniform State Laws and the American Law Institute. A previous
memorandum submitted to the Commission described the reasons for the amendments
and identified the package of Uniform Commercial Code products promulgated for
consideration by the states: Revised Article 1, Amended Article 2 (Sales), Amended
Article 2A (Leases), Amended Article 3 (Negotiable Instruments), Amended Article 4
(Bank Deposits and Collections), and Revised Article 7 (Documents of Title).1
Attached is a Table of Dispositions identifying differences between the 2003 Official
Text of Amended Article 2 (Sales) and existing New Jersey Article 2 codified at
12A:2-101 et seq. The table consists of three columns: (1) the section number and
caption of the 2003 Official Text of Amended Article 2, (2) the section number and
caption of New Jersey law, and (3) a short description of the difference. A major
change is indicated by the use of the italicized term “major change.” Use of that term
does not place any value judgment on the effect it would have if adopted in New
Jersey.
In general, Amended Article 2 (Sales) is not a revolution in sales law. The most
significant changes are: (1) the definitions, substantially more terms are defined, in
large part to accommodate electronic contracting, and the term “goods” expressly
excludes “information”; (2) the provisions for electronic contracting; and (3) the
statute of limitations for sales contracts. Other changes, of which there are many, do
not have the character of novelty, but rather provide clarifications to delete obsolete
language (e.g. outdated trade terms), or update the language of existing text to reflect
case law development or provide better clarity of expression. However, any change to
existing text is likely to create questions of interpretation requiring judicial resolution
and the introduction of new concepts and terms is likely to generate a variety of
opinion on the appeal of Amended Article 2.
New Jersey law contains several non-uniform amendments, the most significant being
the “Artworks Consignment Act” found at 12A:2-329 through 2-336 for which there
is no corresponding set of rules in the former or amended text of Article 2.
The Table of Dispositions is intended to serve as a platform of discussion at the June
2004 meeting and to provide a basis for the Commission’s decisions regarding its
recommendation to the Legislature. A detailed narrative report will follow. A survey
of the NCCUSL web site has revealed that no state has introduced legislation to adopt
Amended Article 2.
1
While NCCUSL data show that no state has introduced Amended Article 2, the NCCUSL/ALI
products garnering the most attention in state legislatures are: Revised Article, 1, Amended Articles 3
and 4 and Revised Article 7. As previously indicated, the drafters integrated and coordinated provisions
among the package of revisions. Ideally, states would benefit, in terms of coherent jurisprudence, by
adopting the revisions as an integrated whole, though this may not be feasible politically.
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 1
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Uniform Commercial Code – Article 2 (Sales)
Table of Dispositions, Current New Jersey Article 2 to Amended Article 2 (2003
Official Text)
Current Article 2
Amended Article 2
Extent of Change
2-101. Short Title
2-102. Scope; Certain
Security and other
Transactions Excluded
From This Article
2-103. Definitions and
Index of definitions
12A:2-101. Short Title
12A:102 Scope; Certain
Security and other
Transactions Excluded
From This Chapter
12A:2-103 . Definitions
and Index of definitions
No change
No change
2-104. Definitions:
“Merchant”; “Between
Merchants”; Financing
Agency
2-105. Definitions:
Transferability; “Goods”;
“Future” Goods; “Lot”;
“Commercial Unit”
12A:2-104. Definitions:
“Merchant”; “Between
Merchants”; Financing
Agency
12A:2-105. Definitions:
Transferability; “Goods”;
“Future” Goods; “Lot”;
“Commercial Unit”
2-106. Definitions:
“Contract”; “Agreement”;
“Contract for Sale”;
“Sale”; “Present Sale”;
“Conforming” to Contract;
“Termination”;
“Cancellation”
12A:2-106. Definitions:
“Contract”; “Agreement”;
“Contract for Sale”;
“Sale”; “Present Sale”;
“Conforming” to Contract;
“Termination”;
“Cancellation”
Part 1. Short Title, General
Construction and Subject
Matter
Major change, particularly
as to “goods” where
information explicitly is
excluded; also adds terms
mainly to account for
electronic transactions2
Mainly style changes to
language
New Jersey statute
contains former definition
of “goods” containing no
reference to information,
and money in which the
price is to be paid
No change
“Goods” specifically excludes “information.” However, neither amended Article 2 nor Revised
Article 1 defines the term “information.” New Jersey law contains a definition of “information” in its
adoption of the Uniform Electronic Transactions Act: “data, text, images, sounds, codes, computer
programs, software, databases, or the like.” The Official Comment to §2-103 provides, “this article
does not directly apply to an electronic transfer of information, such as the transaction in Specht v.
Netscape, 150 F. Supp. 2d 585 (S.D.N.Y. 2001), aff’d, 306 F. 3d 17 (2nd Cir. 2002) [holding that
mandatory arbitration clauses in Netscape license agreements were unenforceable because the persons
downloading the software were not bound by inconspicuous contractual provisions contained in
documents whose contractual nature was not obvious]. The decision in Specht was not based on Article
2, but rather on California common law contract principles and the Restatement (Second) of contracts.
Hence the reference in the Official Comment to Specht merely illustrates the genre of transaction
outside the scope of the definition of “goods.” Nothing in the text or article forbids argument by
analogy where appropriate. Since it was never clear whether information was included within existing
Article 2, thereby giving rise to the ill-fated UCITA, the change in definition is a clarification but does
not reverse established positive law.
2
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 2
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2-107. Goods to be
Severed from Realty:
Recording
2-108. Transactions
Subject to Other Law
12A:2-107. Goods to be
Severed from Realty:
Recording
[New]
No change
Major change; follows
format of 2A:104(1)
specifying other applicable
law, e.g. federal law,
certificates of title,
consumer law; also
provides that Article 2
modifies, limits and
supersedes the Electronic
Signatures in Global and
National Commerce Act3
Part 2. Form, Formation, Terms and Readjustment of Contract; Electronic Contracting
2-201. Formal
Requirements; Statute of
Frauds
12A:2-201. Formal
Requirements; Statute of
Frauds
2-202. Final Written
Expression In a Record:
Parol or Extrinsic
Evidence
2-203. Seals Inoperative
12A:2-202. Final Written
Expression: Parol or
Extrinsic Evidence
2-204. Formation in
General
12A:2-203. Seals
Inoperative
12A:2-204. Formation in
General
2-205. Firm Offers
2-206. Offer and
Acceptance in Formation
of Contract
12A:2-205 Firm Offers
12A:2-206. Offer and
Acceptance in Formation
of Contract
Major change, price at
which written record is
required increased to
$5000 from $500; term
“writing” replaced with
“record” and new section
(4) providing for
enforcement of contract
not capable of being
performed within one year
of its making
Change but in substance
not major; cross-references
reflect Revised Article 1
Term “writing” replaced
with “record”
Major change, provides
for contracting between
electronic agents and
between individuals and
electronic agents
Style change
Major change, providing
that contract may be
formed if the acceptance
contains additional or
terms different from offer
3
Subsection (4) takes advantage of a provision of ESIGN permitting states to modify that Act provided
the modification is consistent with Title I and II of ESIGN and does not give special legal effect to
particular technologies. Amended Article 2 does not supersede the provisions on disclosures for
consumer transactions and provisions excepting certain types of notices from the provision of ESIGN.
In appropriate situations, the Convention on Contracts for the International Sales of Goods (CISG) also
would displace the UCC. The drafting process involved consultation of the CISG to determine whether
it would be appropriate to track that law; this tack ultimately was rejected, but the CISG, arguably a
much more simple text [though more limited in scope], influenced the drafting of Amended Article 2.
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 3
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2-207. Additional Terms
in Acceptance or Terms of
Contract; Effect of
Confirmation
12A:2-207. Additional
Terms in Acceptance or
Confirmation
2-208. Course of
Performance on Practical
Construction. Reserved.
12A:2-208. Course of
Performance on Practical
Construction
2-209. Modification;
Rescission and Waiver
12A:2-208. Modification;
Rescission and waiver
2-210. Delegation of
Performance; Assignment
of Rights
12A:2-210. Delegation of
Performance; Assignment
of Rights
2-211. Legal Recognition
of Electronic Contracts,
Records, Signatures
[New]
2-212. Attribution
[New]
2-213. Electronic
Communication
[New]
if acceptance is definite;
new subsection (3)
Major change, section
now limited to saying that
only terms contained in
offer and acceptance that
agree constitute contract;
section applies to all
contracts; does not address
issues of offer and
acceptance4
Major change, entire
section deleted since that
section is moved to
Revised Article 1
No major change;
conforming language
changes, e.g. “record”
Major change, conforming
to Revised Article 9 and
containing all new
language
Major change, conforming
Article 2 with UETA
(adopted in NJ)
recognizing the validity of
contracts in electronic
form
Major change, conforming
Article 2 with UETA
dealing with signature or
record in electronic
environment and
attributing it to act of a
person
Major change, conforming
Article 2 to UETA and
deeming receipt in
electronic environment
does not depend on
individual’s awareness;
does not deal with quality
of content or the questions
of where or when a
communication is received
Professor Rusch has stated, “Perhaps the most dramatic revision in the amendments to Article 2 is the
revision of section 2-207” [referring to the prior rules on the “battle of the forms”]. Linda J. Rusch, Is
the Saga of the Uniform Commercial Code Article 2 Revisions Over? A Brief Look at What NCCUSL
Finally Approved, 6 Del. L. Rev. 41, 56 (2003). Revised Article 2-207 is a global section dealing with
the terms of a contract in all cases; it eschews the mirror image rule and settles on the rule that a
definite acceptance containing terms different from or additional to those of the offer may operate as an
acceptance. In such situation, the exact terms of the contract are left to the “wise discretion” of the
courts.
4
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 4
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Part 3. General Obligation and Construction of Contract
2-301. General Obligation
of Parties
2-302. Unconscionable
Contract or Clause Term
2-303. Allocation or
Division of Risks
2-304. Price Payable in
Money, Goods, Realty, or
Otherwise
2-305. Open Price term
12A:2-301. General
Obligation of Parties
12A:2-302
Unconscionable Contract
or Clause
12A:2-303 Allocation or
Division of Risks
12A:2-304. Price Payable
in Money, Goods, Realty,
or Otherwise
12A:2-305. Open Price
Term
2-306. Output,
Requirements and
Exclusive Dealings
2-307. Delivery in Single
Lot or Several Lots
2-308. Absence of
Specified Place for
Delivery
2-309. Absence of Specific
Time Provisions; Notice of
Termination
12A:2-306. Output,
Requirements and
Exclusive Dealings
12A:2-307. Delivery in
Single Lot or Several Lots
12A:2-308. Absence of
Specified Place for
Delivery
12A:2-309. Absence of
Specific Time Provisions;
Notice of Termination
2-310. Open Time for
Payment or Running of
Credit; Authority to Ship
under Reservation
2-311. Options and
Cooperation Respecting
Performance
2-312. Warranty of Title
and Against Infringement;
Buyer’s Obligation against
Infringement
12A:2-310. Open Time for
Payment or Running of
Credit; Authority to Ship
under Reservation
12A:2-311. Options and
Cooperation Respecting
Performance
12A:2-312. Warranty of
Title and Against
Infringement; Buyer’s
Obligation against
Infringement
2-313. Express warranties
by Affirmation, Promise,
Description, Sample;
Remedial Promise
12A:2-313. Express
warranties by Affirmation,
Promise, Description,
Sample
No change
Word “clause” replaced
with “term”
No change
Change only in language,
style no substance
No change; parties can
conclude contract without
price term
No change
No change
Style change only
Adds sentence to
subsection (3) saying term
specifying standard for
nature and timing of notice
is enforceable if not
unreasonable; can be no
notice (party autonomy)
Amended to make style
changes and to provide for
delivery of electronic
documents
Style changes only
Major change, expanding
warranty of title to include
a transfer that does not
unreasonably expose buyer
to litigation; changes to
disclaimer to cover
warranty of title and
warranty against
infringement
Major change, introducing
concept of remedial
promise (new term defined
in 2-103) and clarifies that
express warranties are
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 5
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2-313A. Obligation to
Remote Purchaser Created
by record Packaged with
or Accompanying Goods
[New]
2-313B. Obligation to
Remote Purchaser Created
by Communication to the
Public
[New]
2-315. Implied warranty:
fitness for Particular
Purpose
2-316. Exclusion or
Modification of
Warranties
12A:2-313.1. Consumer
goods product; warranties
of 90 days or less;
computation of time
12A:2-313.2. Consumer
goods product; defined
12A:2-314. Implied
Warranty:
Merchantability; Usage of
Trade
12A:2-315. Implied
warranty: fitness for
Particular Purpose
12A:2-316. Exclusion or
Modification of
Warranties
2-317. Cumulation and
Conflict of Warranties
Express or Implied
2:318. Third Party ThirdParty Beneficiaries of
Warranties Express or
Implied and Obligations
12A:2-317. Cumulation
and Conflict of Warranties
Express or Implied
12A:2-318. Third Party
Beneficiaries of
Warranties Express or
Implied
2-319. F.O.B. and F.A.S.
Terms Reserved
12A:2-319. F.O.B. and
F.A.S. Terms
2-320. C.I.F. and C. & F.
Terms Reserved
12A:2-320. C.I.F. and C.
& F. Terms
2-321. C.I.F. or C. & F.:
"net landed weights";
"payment on arrival";
warranty of condition on
arrival Reserved
2-322. Delivery “Ex Ship”
12A:2-321. C.I.F. or C. &
F.: "net landed weights";
"payment on
arrival"; warranty of
condition on arrival
12A:2-322. Delivery “Ex
2-314. Implied Warranty:
Merchantability; Usage of
Trade
made to “immediate
buyer” from seller
Major change, introducing
“pass through warranties”
to remote purchases where
record is contained in
package with new goods
Major change, dealing
with obligations to remote
purchaser resulting from
advertisement or similar
communication
NJ non-uniform
amendment
NJ non-uniform
amendment
Style change only, but
Official Comment
substantially revised
No change
Three changes, spelling
out how to disclaim
warranties in consumer
contracts
No change
Major change to caption
and text, dealing with
extension of warranties
and providing for
alternative provisions
Major change, deleting
use of trade terms fob and
fas [note all terms in this
and following sections are
outdated, replaced by
Incoterms 2000]
Major change, deleting
use of trade terms cif and
c&f
Major change, deleting
provisions related to
specific trade terms
Major change, deleting
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 6
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Reserved
2-323. Form of Bill of
Lading Required in
Overseas Shipment;
“Overseas” Reserved
2-324. “No arrival, No
Sale” Term Reserved
2-325. “Letter of Credit”
Term; “Confirmed Credit”
Failure to Pay by Agreed
Letter of Credit
2-326. Sale on Approval
and Sale or Return;
Consignment Sales and
Rights of Creditors
2-327. Special Incidents of
Sale on Approval and Sale
or Return
2-328. Sale by Auction
[No equivalent sections]
Ship”
12A:2-323. Form of Bill of
Lading Required in
Overseas Shipment;
“Overseas”
12A:2-324. “No arrival,
No Sale” Term
12A:2-325. “Letter of
Credit” Term; “Confirmed
Credit”
trade term
Major change, deleting to
conform with other deleted
sections regarding trade
terms
Major change
12A:2-326. Sale on
Approval and Sale or
Return
Major change, clarifying
the meaning of the terms
used in the caption
12A:2-327. Special
Incidents of Sale on
Approval and Sale or
Return
12A:2-328. Sale by
Auction
12A:2-329 through 2-336
No change
Major change, revised to
conform to Revised Article
5
Change, respecting right to
withdraw from auction
NJ non-conforming
amendment inserting
“Artworks Consignment
Act”
Part 4. Title, Creditors, and Good-Faith Purchasers
2-401. Passing of Title;
Reservation for security;
Limited Application of this
Section
2-402. Rights of Seller’s
Creditors Against Sold
Goods
12A: 2-401. Passing of
Title; Reservation for
security; Limited
Application of this Section
12A:2-402. Rights of
Seller’s Creditors Against
Sold Goods
2-403. Power to Transfer;
Good Faith Purchase of
Goods; Entrusting
12A: 2-403. Power to
Transfer; Good Faith
Purchase of Goods;
Entrusting
Minor changes to
recognize electronic
document of title
Style changes and
insertion of crossreference to 2-403(2)
dealing with entrustment
Changes to text but not to
substance; clarifications
Part 5. Performance
2-501. Insurable Interest in
Goods; Manner of
Identification of Goods
2-502. Buyer’s Right to
Goods on Seller’s
Insolvency, Repudiation,
or Failure to Deliver
12A: 2-501. Insurable
Interest in Goods; Manner
of Identification of Goods
12A: Buyer’s Right to
Goods on Seller’s
Insolvency
No change, some style
changes to terms
Change to caption and
some language, substance
remains the same – buyer
can under certain
circumstances get goods
when seller is insolvent,
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 7
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2-503. Manner of Seller’s
Tender of Delivery
2-506. Rights of Financing
Agency
12A: 2-503. Manner of
Seller’s Tender of
Delivery
12A:2-504. Shipment of
Seller
12A: 2-505. Seller’s
Shipment Under
Reservation
12A: 2-506. Rights of
Financing Agency
2-507. Effect of Seller’s
Tender; Delivery on
Condition
12A:2-507. Effect of
Seller’s Tender; Delivery
on Condition
2-508. Cure by Seller of
Improper Tender or
Delivery; Replacement
12A: Cure by Seller of
Improper Tender or
Delivery; Replacement
2-509. Risk of Loss in the
Absence of Breach
12A: 2-509. Risk of Loss
in the Absence of Breach
2-510. Effect of Breach on
Risk of Loss
2-511. Tender of Payment
by Buyer; Payment by
Check
2-512. Payment by Buyer
before Inspection
2-513. Buyer’s Right to
Inspection of Goods
12A: 2-510. Effect of
Breach on Risk of Loss
12A:2-511. Tender of
Payment by Buyer;
Payment by Check
12A:2-507. Payment by
Buyer before Inspection;
exceptions
12A: 2-513. Buyer’s Right
to Inspection of Goods
2-514. When Documents
Deliverable on
Acceptance; When on
Payment
2-515. Preserving
Evidence of Goods in
12A: 2-514. When
Documents Deliverable on
Acceptance; When on
Payment
12A:2-515. Preserving
Evidence of Goods in
2-504. Shipment by Seller
2-505. Seller’s Shipment
Under Reservation
OC revised
Text changes, but not as to
substance; OC revised
Minor text changes
Text changes; OC revised
Adds phrase to subsection
(1) “Except as provided in
Article 5”
Fairly substantial change,
clarifying seller’s right to
reclaim goods on nonpayment by buyer; new
subsection (3) clarifies
rights of good faith
purchaser
Major change, text
completely re-written; text
sets forth seller’s right to
cure under certain
circumstances when time
for performance has not
expired and when that time
has expired
Change in text,
particularly subsection (3)
making no distinction
between merchant and
non-merchant sellers
Style changes to text
No change
NJ has different term in
caption; no major change,
style only
Changes deal with
clarifications and conform
to changes deleting
obsolete trade terms; OC
revised particularly as to
subsection (4)
Adds phrase “and except
as provided in Article 5”
No change
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 8
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Dispute
Dispute
Part 6. Breach, Repudiation, and Excuse
2-601. Buyer’s Rights on
Improper Delivery
12A: Buyer’s Rights on
Improper Delivery
2-602. Manner and Effect
of Rightful Rejection
12A: 2-602. Manner and
Effect of Rightful
Rejection
2-603. Merchant Buyer’s
Duties as to Rightfully
Rejected Goods
12A: 2-603. Merchant
Buyer’s Duties as to
Rightfully Rejected Goods
2-604. Buyer’s Options as
to Salvage of Rightfully
Rejected Goods
2-605. Waiver of Buyer’s
Objections by Failure to
Particularize
12A: 2-604. Buyer’s
Options as to Salvage of
Rightfully Rejected Goods
12A: 2-605. Waiver of
Buyer’s Objections by
Failure to Particularize
2-606. What Constitutes
Acceptance of Goods
12A: 2-606. What
Constitutes Acceptance of
Goods
2-607. Effect of
Acceptance; Notice of
Breach; Burden of
Establishing Breach after
Acceptance; Notice of
Claim or Litigation to
Person Answerable Over
2-608. Revocation of
Acceptance in Whole or
Part
12A: 2-607. Effect of
Acceptance; Notice of
Breach; Burden of
Establishing Breach after
Acceptance; Notice of
Claim or Litigation to
Person Answerable Over
12A: 2-608. Revocation of
Acceptance in Whole or
Part
Changes clarify crossreferences and deal with
buyer’s right to reject
Elimination of the word
“rightful” clarifies that
buyer can effectively reject
though it is wrongful;
subsection (2) sets forth
buyer’s duties upon
rejection
No major change;
eliminates term
“rightfully,” clarifying that
duties apply both to
rightful and wrongful
rejections
Applies to any rejections;
minor conforming text
changes
Major change to text but
not to meaning; OC
revised; buyer can give
quick, informal notice to
seller but failure to tell
seller about ascertainable
defects precludes buyer
from reliance if seller had
right to cure
Change to subsection
(1)(c) reflecting new rules
in 608(4) – acceptance via
use; other style changes to
text
Several text changes, but
substance remains
unchanged; OC revised
Change is to subsection (4)
dealing with postrevocation or rejection use
of the goods; in general
buyer must compensate
seller for use;
unreasonable use gives
seller option of ratification
U.C.C. ARTICLE 2 – MEMORANDUM JUNE 14, 2004 – PAGE 9
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2-609. Right to Adequate
Assurance of Performance
2-610. Anticipatory
Repudiation
12A: 2-609. Right to
Adequate Assurance of
Performance
12A: 2-610. Anticipatory
Repudiation
2-611. Retraction of
Anticipatory Repudiation
2-612. “Installment
Contract”; Breach
2-613. Casualty to
Identified Goods
2-611. Retraction of
Anticipatory Repudiation
12A: 2-612. “Installment
Contract”; Breach
12A: 2-613. Casualty to
Identified Goods
2-614. Substituted
Performance
12A: 2-614. Substituted
Performance
2-615. Excuse by Failure
of Presupposed Conditions
12A: 2-615. Excuse by
Failure of Presupposed
Conditions
2-616. Procedure on
Notice Claiming Excuse
12A: 2-616. Procedure on
Notice Claiming Excuse
Style changes only
Major change to text,
adding subsection (2)
providing clarification on
when repudiation occurs
Style changes
No major change in text,
but major revision of OC
Text changes: replaces
word “avoided” with
“terminated” in subsection
(a)
Text changes replacing
term “delivery” with
“performance” in
subsection (1); OC revised
Major change substituting
“performance” for
“delivery” thus broadening
the terminology; see also
2-614 and 2-616
Major change conforming
text to changes made in 2614 and 2-615 and to 2613(a); OC revised
Part 7. Remedies
2-701. Remedies for
Breach of Collateral
Contracts Not Impaired
2-702. Seller’s Remedies
on Discovery of Buyer’s
Insolvency
2-703. Seller’s Remedies
in General
12A: 2-701. Remedies for
Breach of Collateral
Contracts Not Impaired
12A: 2-702. Seller’s
Remedies on Discovery of
Buyer’s Insolvency
12A: 2-703. Seller’s
Remedies in General
2-704. Seller’s Right to
Identify Goods to the
Contract Notwithstanding
Breach or to Salvage
Unfinished Goods
2-705. Seller’s Stoppage
of delivery in Transit or
Otherwise
2-706. Seller’s Resale
12A: 2-704. Seller’s Right
to Identify Goods to the
Contract Notwithstanding
Breach or to Salvage
Unfinished Goods
12A: 2-705. Seller’s
Stoppage of delivery in
Transit or Otherwise
12A: 2-706. Seller’s
No change
Numerous text changes; no
major substantive changes
Major text change; section
is completely rewritten and
longer; not intended to
make substantive changes
to basic structure of
remedies
Style changes to text
Changes to text but do not
alter meaning; OC revised
Numerous text changes for
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Including Contract for
Resale
Resale Including Contract
for Resale
2-707. “Person in the
Position of a Seller”
12A: 2-707. “Person in the
Position of a Seller”
2-708. Seller’s Damage for 12A: 2-708. Seller’s
Non-acceptance
Damage for NonNonacceptance or
acceptance or Repudiation
Repudiation
2-709. Action for the Price
2-710. Seller’s Incidental
and Consequential
Damages
12A: 2-709. Action for the
Price
12A:2-710. Seller’s
Incidental Damages
2-711. Buyer’s Remedies
in General; Buyer’s
Security Interest in
Rejected Goods
2-712. “Cover”; Buyer’s
Procurement of Substitute
Goods
2-713. Buyer’s Damages
for Non-Delivery
Nondelivery or
Repudiation
12A: 2-711. Buyer’s
Remedies in General;
Buyer’s Security Interest
in Rejected Goods
12A: 2-712. “Cover”;
Buyer’s Procurement of
Substitute Goods
12A: 2-713. Buyer’s
Damages for NonDelivery or Repudiation
2-714. Buyer’s Damages
for Breach in Regard to
Accepted Goods
2-715. Buyer’s Incidental
and Consequential
Damages
2-716. Buyer’s Right to
Specific Performance or;
Buyer’s Right to Replevin
12A: 2-714. Buyer’s
Damages for Breach in
Regard to Accepted Goods
12A: 2-715. Buyer’s
Incidental and
Consequential Damages
12A:2-716. Buyer’s Right
to Specific Performance or
Replevin
2-717. Deduction of
Damages from the Price
12A: 2-717. Deduction of
Damages from the Price
style; new subsection (7)
added providing that
failure of seller to resell
does not bar other remedy;
OC revised
Major Change giving
person same rights as
seller
Major change; provides
for consequential and
incidental damages;
corrects statement of
damage formula; corrects
prior version to text to
make consistent with case
law development; OC
revised
Style changes
Major change to caption
and text; providing
guidance on definition of
consequential damages
and adding new subsection
(3) preventing the
collection of consequential
damages in a consumer
contract
Major change; section is
completely rewritten
parallel to changes made
to 2-703; OC revised
Numerous text changes
Major change; adding new
section subsection (1)(b)
making rules consistent
with those made for
sellers; OC revised
Text changes
No change
Major change to caption
and text, specifying when
and when not specific
performance is available
remedy
No change
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2-718. Liquidation or
Limitation of Damages;
Deposits
12A: 2-718. Liquidation or
Limitation of Damages;
Deposits
2-719. Contractual
Modification or Limitation
of Remedy
2-720. Effect of
“Cancellation” or
Rescission” on Claims for
Antecedent Breach
2-721. Remedies for Fraud
12A: 2-719. Contractual
Modification or Limitation
of Remedy
12A: 2-720. Effect of
“Cancellation” or
Rescission” on Claims for
Antecedent Breach
12A: 2-721. Remedies for
Fraud
12A: 2-722. Who Can Sue
Third Parties for Injury to
Goods
12A: 2-723. Proof of
Market Price: Time and
Place
2-722. Who Can May Sue
Third Parties for Injury to
Goods
2-723. Proof of Market:
Time and Place
2-724. Admissibility of
Market Quotations
2-725. Statute of
Limitations in Contracts
for Sale
12A: 2-724. Admissibility
of Market Quotations
12A: 2-725. Statute of
Limitations in Contracts
for Sale
Fairly major change to
language of when
liquidated damages are
enforceable; OC revised
No change
No change
No change
Style changes only
NJ has added “price” to
caption; fairly major
change to text: subsection
(1) completely rewritten,
taking out repudiation that
is dealt with in 2-708(1)(b)
and 2-713(1)(b); core is
price that is reasonable
substitute in commercial
context
Style changes
Major change; completely
rewritten and revised; OC
revised; enlarges the
limitation period to 4 years
after action accrues,
potentially to 5 if breach is
discovered near end of
limitation period; there are
8 different accrual rules5
Part 8. Transitional Provisions
2-801. Effective Date
2-802. Amendment of
Existing Article 2
[New]
[New]
2-803. Application to
Existing Relations
[New]
Provides for effective date
Explicitly provides that
Legislature amends
existing Article 2
Specifies to which
transactions the amended
article applies
Linda J. Rusch, supra note 4 at 88-89 states, “One of the most notable changes to the remedies
scheme of Article 2 is the revision of the statute of limitations.” In summary, the time period is
enlarged [four years after accrual]; the time period can be reduced to not less than one year, except for
consumer contracts, and 8 different accrual rules delineate the basic rule: a cause of action accrues
when the breach occurs.
5
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2-804. Savings Clause
[New]
If transaction is entered
into before effective date,
then it is still governed by
any law etc. repealed by
Amended Article 2
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