Sale of Goods
The transfer of title to tangible movable property in exchange for consideration. Governed by UCC Article 2 (Tex. Bus. & Com. Code Ch. 2). UCC Article 2 supplements general Texas contract law with specific rules tailored to commercial sales.
A "sale of goods" is the transfer of title to tangible movable property in exchange for consideration. Sales of goods are governed by Article 2 of the Uniform Commercial Code, codified in Texas at Tex. Bus. & Com. Code Chapter 2. UCC Article 2 supplements general Texas contract law with specific rules tailored to commercial sales transactions.
Scope
Article 2 governs transactions in goods, tangible movable things at the time of identification to the contract (§ 2.105). It does not govern services, real estate, or pure intangibles. Mixed transactions (services + goods) are governed by Article 2 if the predominant purpose is the sale of goods; otherwise by general contract law. The "predominant purpose" test is fact-intensive.
Statute of frauds (§ 2.201)
A contract for the sale of goods for $500 or more is unenforceable unless evidenced by a writing signed by the party to be charged (the "party against whom enforcement is sought"). Exceptions: (1) specially manufactured goods; (2) admission in pleadings or testimony; (3) goods for which payment has been made and accepted or which have been received and accepted; (4) merchant confirmation rule (between merchants, a written confirmation sufficient against the sender, received within a reasonable time by a party with reason to know its contents, satisfies the writing requirement against the recipient unless written notice of objection is given within 10 days after receipt).
Battle of the forms (§ 2.207)
Where buyer and seller exchange standard forms with conflicting terms, § 2.207 supplies a complex framework for determining whether a contract was formed and which terms govern. Texas adopted UCC § 2.207 substantially as drafted; common-law "mirror image" rule does not apply.
Implied warranties
Two implied warranties arise by operation of law in covered transactions: merchantability (§ 2.314, where the seller is a merchant with respect to goods of that kind) and fitness for particular purpose (§ 2.315, where the seller has reason to know of the buyer's particular purpose and buyer relies on seller's skill). Both can be disclaimed under § 2.316 with specific language and conspicuousness requirements. See Warranty.
Risk of loss and remedies
Article 2 also supplies detailed risk-of-loss rules (§§ 2.509–2.510), seller's and buyer's remedies on breach (§§ 2.703–2.717), and excuse doctrines (§§ 2.613–2.616) including impracticability.
Most commercial sales between businesses are Article 2 transactions, supply contracts, equipment purchases, inventory sales. Article 2 fills gaps in incomplete contracts (open price, open delivery terms, open payment terms) and supplies default warranties unless disclaimed. Sophisticated practice involves understanding which UCC defaults apply and whether contract drafting modifies them.
Companion article: Contract Disputes in Texas
Practice guide: Breach of Contract in Texas