Printable Format84-2-102. Scope; certain security and other transactions excluded from this article. Unless the context otherwise requires, this article applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
History: L. 1965, ch. 564, § 19; January 1, 1966.
KANSAS COMMENT, 1996
1. Although Article 2 applies to "transactions in goods," its main thrust is limited to sales of goods. Many of the substantive provisions of Article 2 are codified in terms of "buyer" and "seller," see, e.g., 84-2-702 & 84-2-711, and the short title of Article 2 is "uniform commercial code—sales," see 84-2-101. Thus, gifts and transfers by operation of law, even when involving goods, ordinarily are not covered by Article 2. Leases are not covered by Article 2; instead, they are governed by new Article 2a.
2. This section expressly excludes secured transactions from the scope of Article 2. The security aspects of a sales transaction are covered by Article 9. In addition, this section makes clear that it does not repeal or otherwise override regulatory statutes that apply to sales of goods, such as the Kansas Agricultural Seed Law, K.S.A. 2-1415 et seq., the Kansas Uniform Consumer Credit Code, K.S.A. 16a-1-101 et seq., and the Kansas Consumer Protection Act, K.S.A. 50-623 et seq. In transactions subject to these other statutes, Article 2 still applies unless a specific provision of the other statute displaces it. The federal Magnusson-Moss Warranty Act, 15 U.S.C. §§ 2301 et seq., addresses written warranties on consumer products and preempts conflicting Article 2 provisions. The United Nations Convention on Contracts for the Sale of Goods ("CISG"), which became effective in the United States on January 1, 1988, preempts Article 2 in certain international transactions. The CISG applies to sales contracts between parties with places of business in different countries when both countries are parties to the Convention, subject to various exceptions set out in the Convention.
3. Courts apply Article 2 by analogy to transactions not within its scope when the policies that underlie Article 2 would be furthered by application in other contexts. Kansas courts have applied Article 2 by analogy to non-sale transactions, see, e.g., Jetz Serv. Co. v. Salina Properties, 19 K.A.2d 144, 865 P.2d 1051 (1993) (laundry equipment lease), as well as transactions not involving goods, Wille v. Southwestern Bell Tel. Co., 219 K. 755, 549 P.2d 903 (1976) (contract for sale of yellow pages advertising); Atkinson v. Orkin Exterminating Co., 5 K.A.2d 739, 625 P.2d 505, aff'd, 230 K. 277, 634 P.2d 1071 (1981) (contract to treat consumer's home for termites).
Law Review and Bar Journal References:
Warranty violations in tripartite finance lease agreements, Winton A. Winter, Jr., 25 K.L.R. 573, 576, 580 (1977).
"Survey of Kansas Law: Consumer Law," John C. Maloney, 27 K.L.R. 197, 207 (1979).
"Contract Law: A Clean Start for Lost Volume Lessees [Jetz Service Co. v. Salina Properties, 865 P.2d 1051 (Kan. Ct. App. 1993)]," Jonathan J. Lautt, 34 W.L.J. 136, 142 (1994).
"Express Contracts of Indemnity," Richard J. Lind, 65 J.K.B.A. No. 7, 36 (1996).
"Electronic Commerce in Kansas: Contract Formation and Formalities Under Article 2," Christopher R. Drahozal, 68 J.K.B.A. No. 5, 22 (1999).
CASE ANNOTATIONS
1. Mentioned; advertising contract limiting company liability held not unconscionable. Wille v. Southwestern Bell Tel. Co., 219 Kan. 755, 757, 549 P.2d 903.
2. Acceptance of goods by buyer; defendant not entitled to cure nonconformance; defects; implied warranty action proper. Linscott v. Smith, 3 Kan. App. 2d 1, 5, 587 P.2d 1271.
3. Rights of parties arising out of aborted sale of motor vehicle considered and determined. Stanturf v. Quality Dodge, Inc., 3 Kan. App. 2d 485, 486, 596 P.2d 1247.
4. Where lease agreements were intended to create security interests under K.S.A. 84-1-201(37)(b), provisions of Article 9 of UCC applicable. CIT Financial Services, Inc. v. Gott, 5 Kan. App. 2d 224, 229, 231, 615 P.2d 774.
5. Under a commercial tripartite finance leasing arrangement, after the supplier has fully performed all acts required under the contract, the agency-lessor assumes the risk of loss by fire. Enco Distributing, Inc. v. Commercial Cred. Equip. Corp., 6 Kan. App. 2d 205, 209, 210, 627 P.2d 374.
6. Directed verdict for defendants erroneous; UCC applicable to transaction involving irrigation system with defective hose not manufactured by dealer. Stair v. Gaylord, 232 Kan. 765, 769, 659 P.2d 178 (1983).
7. Cited; where suit involves sale of goods rather than rental, four-year limitation applicable. Transamerica Oil Corp. v. Lynes, Inc., 723 F.2d 758, 762 (1983).
8. Sale of automobile activated code; party's right to pursue common law rescission action unaffected. Perry v. Goff Motors, Inc., 12 Kan. App. 2d 139, 143, 736 P.2d 949 (1987).
9. Agreement between title insurance agency and title insurer was contract for services; article 2 of UCC inapplicable. Columbian Nat. Title Ins. v. Township Title Serv., 659 F. Supp. 796, 801 (1987).
10. Code governs contracts involving sales of goods between merchants; precode rule on propriety of liquidated damages remains. Kvassay v. Murray, 15 Kan. App. 2d 426, 429, 808 P.2d 896 (1991).
11. Whether the lost volume damage theory may be asserted by volume service providers examined. Jetz Serv. Co. v. Salina Properties, 19 Kan. App. 2d 144, 149, 865 P.2d 218 (1994).
12. Whether agreement where distributor submits customer information to manufacturer in exchange for confidentiality covered by KUCC (K.S.A. 84-2-101 et seq.) examined. All West Pet Supply v. Hill's Pet Products, 847 F. Supp. 858 (1994).
13. Computer software considered "goods" even though incidental services are provided. Inter-Americas Ins. Corp. v. Imaging Solutions Co., 39 Kan. App. 2d 875, 885, 185 P.3d 963 (2008).