Sales and Leases | 44
1. Buyer In Article 2, a buyer is someone who buys goods or enters a contract to buy goods. That is, a buyer is someone (1) to whom title to goods is actually transferred or (2) who enters a contract contemplating that title to goods will be transferred to her. [U.C.C. § 2-103(1)(a) (1951); 2 Anderson U.C.C. § 2-103:7 (3d. ed.), Westlaw (database updated Dec. 2020).] a. Agents as Buyers, or Not Insofar as an employee or agent deals on the principal’s behalf in a sales transaction, and the principal’s identity is disclosed, the principal is the buyer, not the employee or agent. But if the principal’s identity is never disclosed, then under the law of agency, the agent may be deemed the buyer. Of course, insofar as an agent transacts in goods in her own name, she is the buyer. [2 Anderson U.C.C. §§ 2-103:7, 2-103:10 (3d. ed.), Westlaw (database updated Dec. 2020).] b. Financiers and Buyers The mere fact that a party finances a purchase of goods does not make that party the buyer. The buyer is the one to whom title to goods is or is to be transferred. Accordingly, a financier who never acquires title to goods is just a financier, not a buyer. By contrast, a financing buyer extends credit to the seller to enable the seller to acquire the goods, with the aim of then transferring title in the goods to the buyer. A financing buyer, as opposed to a mere financier, is a buyer. [2 Anderson U.C.C. §§ 2-103:13, 2-103:14 (3d. ed.), Westlaw (database updated Dec. 2020).] c. Middlemen as Buyers and Sellers A middleman is one who buys goods from a supplier or other seller and then resells them to the middleman’s customer. As to the initial supplier or seller, the middleman is the buyer. As to the middleman’s customer, the middleman is the seller. These rules apply regardless of whether the middleman instructs the initial seller to ship the goods directly to the middleman’s customer. But if the middleman merely arranges a sale between a seller and a buyer, the middleman is neither a buyer nor a seller; he is just a broker. [ See 2 Anderson U.C.C. §§ 2-103:17, 2-103:18 (3d. ed.), Westlaw (database updated Dec. 2020); Seller, infra .] d. Secured Creditor Repossessing Goods Once a secured creditor repossesses goods, the secured creditor becomes a buyer and, thus, entitled to the various warranties protecting buyers in Article 2. The same rationale holds true for other successors in interest to an original buyer. [ See 2 Anderson U.C.C. §§ 2-103:20, 2-103:21 (3d. ed.), Westlaw (database updated Dec. 2020).]
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