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After the Handshake: The Impact of the Uniform Commercial Code on Contracts For the Sale of Minerals and Other Goods

Robert M. Blum, Jonathan J. Fink, Mine to Market: The Legal Issues (1985)

For longer than anyone can remember, purchases and sales of mineral products have been contracted by a handshake (or its telegraphic or telephonic equivalent). In the United States, for the last two decades, the law that has governed the transaction after the handshake has been Article 2 of the Uniform Commercial Code (the “Code”). The Code governs all contracts to sell “goods,” whether animal, vegetable or mineral, raw or processed.

Yet, despite the broad scope of the Code's provisions, many businesses go about the daily activity of buying and selling without any awareness of the significance of the Code as governing all legal questions concerning each transaction.

The purpose of this article is not to teach the reader everything he or she might ever want to know about the Code. Rather, its purpose is to highlight how the Code affects certain aspects of common commercial transactions, with a focus on problems and concerns of particular interest to buyers and sellers of mineral products.

What Contracts are Covered by Article 2 of the Code?

Article 2 of the Code, by its terms, is limited to “transactions in goods” (Section 2-102). Goods, as the Code defines them (Section 2-105), are “all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale” other than money for the