Uniform Commercial Code Sales Provisions and Personal Property
What the exam tests
Uniform Commercial Code Sales Provisions and Personal Property tests UCC Article 2 as Mississippi has adopted it, especially the auction-specific rule in UCC 2-328. Expect goods, title, risk of loss, warranties, disclaimers, and remedies.
Core rules
- Article 2 governs transactions in goods, not real estate or pure services. An auction of tangible personal property is a sale of goods.
- UCC 2-328 supplies default auction rules: lots are separate sales; sale is complete on announcement; sale is with reserve unless explicitly without reserve; in a no-reserve auction the lot cannot be withdrawn after bidding is called unless no bid is made within a reasonable time; bidder may retract until completion.
- Seller bidding requires notice. If the seller bids or procures bids without notice, the buyer may avoid the sale or take the goods at the last good-faith bid.
- Express warranties can arise from descriptions, samples, or promises. Implied warranty of merchantability applies to a merchant seller; fitness for particular purpose arises when the seller knows the buyer's purpose and relies. 'As is' disclaimers must be conspicuous and do not defeat fraud or express warranties.
Worked example
An estate auctions a tractor 'as is, where is.' The estate is not a merchant in tractors. The catalog also says 'engine rebuilt last year.' The buyer later finds a bad engine. The 'as is' clause may defeat implied warranties, but the rebuilt-engine statement can create an express warranty. If the estate had merely said 'used tractor,' the express-warranty claim would be weaker. Risk of loss and title transfer depend on the contract and delivery terms, not on the warranty analysis.
Traps
Do not apply Article 2 to land. Do not assume 'as is' cancels every statement. Do not confuse risk of loss with title. Do not forget the no-reserve withdrawal rule and seller-bidding notice.