Sales and Leases | 45
2. Seller In Article 2, a seller is one who either (1) sells goods or (2) enters a contract to sell goods. Put another way, a seller either transfers title to goods or contracts to transfer title to goods. The seller need not be a merchant. Generally, the seller will either (1) own the goods or (2) undertake to acquire title to the goods for resale to the buyer. [U.C.C. § 2-103(1)(d) (1951); 2 Anderson U.C.C. § 2-103:24 (3d. ed.), Westlaw (database updated Dec. 2020).] a. Agents as Sellers, or Not Ordinarily, one acting as agent or employee for the goods’ owner is not a seller, because usually, the agent will never acquire title to the goods. But this observation assumes that the principal’s identity is disclosed. If the principal’s identity is not disclosed, then under the law of agency, the agent may be deemed the seller and, thus, subject to a seller’s duties under Article 2. Of course, an agent selling her own property in her own name is doubtless a seller. [2 Anderson U.C.C. §§ 2-103:31, 2-103:33, 2-103:34 (3d. ed.) (database updated Dec. 2020).] b. Remote Sellers Dealing through Middlemen Generally, if a manufacturer or other remote seller deals with the ultimate buyer through a middleman who takes and transfers title to goods, the initial seller is a seller only as to the middleman. The middleman, in turn, is seller to the ultimate buyer. The initial seller is not a seller as to the ultimate buyer. This rule does not mean the ultimate buyer has no remedies at all against the initial seller; it merely limits those remedies somewhat. [2 Anderson U.C.C. § 2-103:25 (3d. ed.), Westlaw (database updated Dec. 2020).] c. Mere Performer of Services In UCC Article 2, one who merely performs services concerning goods, without transferring title to any goods, is no seller. [2 Anderson U.C.C. § 2-103:27 (3d. ed.), Westlaw (database updated Dec. 2020).] Example : A developer took some equipment to a mechanic for repairs. The mechanic repaired the equipment, furnishing no parts in so doing. Here, the mechanic is no seller. The mechanic never had or transferred title to the equipment; she merely performed repair services on the equipment. [ Adapted from 2 Anderson U.C.C. § 2-103:27 (3d. ed.), Westlaw (database updated Dec. 2020).]
Compare : A developer took some equipment to a mechanic for repairs. The mechanic repaired the
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