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Brief Review of Minnesota Law of Sales under Uniform Commercial Code for Common Corporate Transactions - Chapter 62 - Advising Minnesota Corporations and Other Business Organizations - 2nd Edition
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Originally from: Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page CHAPTER 62
BRIEF REVIEW OF MINNESOTA LAW OF SALES UNDER UNIFORM COMMERCIAL CODE FOR COMMON CORPORATE TRANSACTIONS
Section
§ 62.01 Introduction
§ 62.02 Transactions Covered under the UCC
§ 62.03 Goods Covered by the UCC
§ 62.04 UCC Provisions Regarding Contract Formation
§ 62.05 UCC Provisions Regarding Obligations of Parties and Construction
of Contracts
§ 62.01 Introduction
Commercial transactions are generally governed by the Minnesota
Uniform Commercial Code ("UCC").1 The law of sales is governed by
Article 2 of the UCC.2
§ 62.02 Transactions Covered under the UCC
In order to be covered by Article 2 of the UCC the transaction in
question must be a "sale" as defined by the UCC and case law. A "sale"
under the UCC is defined as the "passing of title from the seller to a
buyer for a price."3 The UCC does not distinguish between sales and
service transactions. The UCC’s predecessor, the Uniform Sales Act,4
also did not distinguish between sales and service transactions. Minnesota courts held that service transactions were not covered under
the Uniform Sales Act, so it is likely that service transactions not covered
by the Uniform Sales Act would not be covered under the UCC.5
Examples of service transactions that have been held by the
Minnesota courts to not be covered by the Uniform Sales Act or the UCC
include sales of blood,6 a contract that was predominantly for
engineering design services,7 a loan of money,8 and a debtor’s transfer of
aircraft to creditor to pay off outstanding debt.9 If the transaction consists of a combination of sales and service, then
the "predominate purpose" of the contract determines if the transaction is
governed by the UCC.10 For example, the installation of a new well
pump was held not to be governed by the UCC when a majority of the
contract billing was for the service of the installation of the pump, rather
than for the sale of the pump itself.11 The predominate purpose of an
"Associate Distributor Agreement" for vacuum cleaners was the sale of
goods, despite provisions in the agreement for engineering services to
improve the product, remedy defects and resolve customer complaints.12
The predominate purpose for a contract for the storage of grain was held
not to be the service of storing the grain, but instead the sale of goods, so
the UCC was held to apply.13
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
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