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commercial fair-dealing standards in the trade. For a nonmerchant, good faith means simply honesty in fact—though some jurisdictions also require a nonmerchant to observe reasonable commercial standards of fair dealing. Good faith requires parties to act consistent with the contract’s spirit, not just its letter, and with the other’s justified expectations.
4. Receipt Receipt means taking physical possession of goods.
5. Merchant A merchant (1) is in the business of selling goods of the kind, or regularly sells those goods, or (2) otherwise, by occupation, holds herself out as possessing knowledge or skills peculiar to the goods or the practices involved in the transaction (or who employs such a person as an agent or broker). This definition contemplates two types of merchants: (1) merchants concerning practices involved in the transaction and (2) merchants with respect to goods of the kind. If both parties are merchants of either type, the transaction is between merchants . a. Merchants Concerning the Practices Involved Almost any professional businessperson acting in a business capacity could be a merchant concerning the practices involved in the transaction. Most sales of goods rest on conventional business practices. b. Merchant with Respect to Goods of the Kind A merchant with respect to goods of the kind has professional experience and expertise (or employs agents with such experience and expertise) in the relevant goods—that is, one who sells the goods as a substantial part of her occupation. This definition contemplates regular, systematic, and continuous dealing in the goods.
6. Future Goods Future goods do not yet exist and are not yet identified to the contract.
7. Goods or Conduct Conforming to the Contract
To conform to the contract, goods or conduct must accord fully with all contractual requirements, however detailed or minute.
II. Contract Formation and Modification under Article 2
In Article 2, contract formation generally demands an offer, acceptance, and consideration. Here, Article 2 diverges from the common law in many respects.
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