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on the contract’s commercial setting, purpose, and effect. The purpose here, of course, is to help the court make the unconscionability determination. [U.C.C. § 2-302(2) (1951).]
Identifying Goods to the Contract Identification occurs once specific goods are associated with a particular contract for their sale. When the goods are identified to the contract, in turn, is relevant to multiple provisions and principles of Article 2. For instance, identification is relevant to determining parties’ rights to specified goods or to determine the parties’ rights against each other. To that end, § 2-501 articulates specific rules to determine precisely when goods are identified to the contract. The time of identification depends largely on the goods’ nature and when they come into being. [ See U.C.C. § 2-501(1) (1951); 2 Hawkland UCC Series § 2-501:1, Westlaw (database updated June 2021).] 1. Contracts for the Sale of Existing and Identified Goods If the contract is for the sale of goods that already exist and have been identified at the time of contracting, then the goods are identified to the contract when the contract is made. [U.C.C. § 2-501(1)(a) (1951).] 2. Contracts for the Sale of Most Types of Future Goods If the contract is for the sale of nearly any type of future goods, or if the goods exist at the time of contracting but have not then been identified, then the goods are identified to the contract when the seller designates the goods as those to which the contract refers. Oftentimes, this designation occurs when the seller marks the goods or ships them. [ See U.C.C. § 2-501(1)(b) (1951); Future Goods, supra .] a. Certain Contracts for the Sale of Crops Special rules apply to contracts for the sale of crops to be harvested within the longer of 12 months after contracting or the next normal harvest season after contracting. Here, the crops are identified to the contract when they are planted, or else when they otherwise become growing crops. [U.C.C. § 2-501(1)(c) (1951).] b. Certain Contracts for the Sale of the Unborn Young of Animals Special rules apply to contracts for the sale of the unborn young of animals to be born within 12 months after contracting. These unborn young are identified to the contract when they are conceived. [U.C.C. § 2-501(1)(c) (1951).]
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