GA Code § 11-2-103 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 1 - Short Title, General Construction, and Subject Matter|§ 11-2-103. Definitions and Index of Definitions

  In this article unless the context otherwise requires:     "Buyer" means a person who buys or contracts to buy goods.   Reserved.   "Receipt" of goods means taking physical possession of them.   "Seller" means a person who sells or contracts to sell goods.  "Acceptance." Code Section 11-2-606.   "Banker's credit." Code Section 11-2-325.   "Between merchants." Code Section 11-2-104.   "Cancellation." Code Section 11-2-106(4).   "Commercial unit." Code Section 11-2-105.   "Confirmed credit." Code Section 11-2-325.   "Conforming to contract." Code Section 11-2-106.   "Contract for sale." Code Section 11-2-106.   "Cover." Code Section 11-2-712.   "Entrusting." Code Section 11-2-403.   "Financing agency." Code Section 11-2-104.   "Future goods." Code Section 11-2-105.   "Goods." Code Section 11-2-105.   "Identification." Code Section 11-2-501.   "Installment contract." Code Section 11-2-612.   "Letter of credit." Code Section 11-2-325.   "Lot." Code Section 11-2-105.   "Merchant." Code Section 11-2-104.   "Overseas." Code Section 11-2-323.   "Person in position of seller." Code Section 11-2-707.   "Present sale." Code Section 11-2-106.   "Sale." Code Section 11-2-106.   "Sale on approval." Code Section 11-2-326.   "Sale or return." Code Section 11-2-326.   "Termination." Code Section 11-2-106.   "Check." Code Section 11-3-104.   "Consignee." Code Section 11-7-102.   "Consignor." Code Section 11-7-102.   "Consumer goods." Code Section 11-9-102.   "Dishonor." Code Section 11-3-502.   "Draft." Code Section 11-3-104.     Other definitions applying to this article or to specified parts thereof, and the Code sections in which they appear are:   "Control" as provided in Code Section 11-7-106 and the following definitions in other articles of this title apply to this article:   In addition Article 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this article.   (Code 1933, § 109A-2 - 103, enacted by Ga. L. 1962, p. 156, § 1; Ga. L. 2001, p. 362, § 4; Ga. L. 2010, p. 481, § 2-2/HB 451; Ga. L. 2015, p. 996, § 3B-1/SB 65.)    The 2001 amendment,  effective July 1, 2001, in subsection (3), substituted "Code Section 11-9-102" for "Code Section 11-9-109" in the paragraph relating to consumer goods and substituted "Code Section 11-3-502" for "Code Section 11-3-507" in the paragraph relating to dishonor.    The 2010 amendment,  effective May 27, 2010, substituted "'Control' as provided in Code Section 11-7-106 and the" for "The" at the beginning of subsection (3). See the Editor's notes for applicability.    The 2015 amendment,  effective January 1, 2016, in subsection (b), substituted "Reserved" for "'Good faith' in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade".   Editor's notes.   - Ga. L. 2010, p. 481, § 3-1, not codified by the General Assembly, provides that: "This Act applies to a document of title that is issued or a bailment that arises on or after the effective date of this Act. This Act does not apply to a document of title that is issued or a bailment that arises before the effective date of this Act even if the document of title or bailment would be subject to this Act if the document of title had been issued or bailment had arisen on or after the effective date of this Act. This Act does not apply to a right of action that has accrued before the effective date of this Act." This Act became effective May 27, 2010.   Ga. L. 2010, p. 481, § 3-2, not codified by the General Assembly, provides that: "A document of title issued or a bailment that arises before the effective date of this Act and the rights, documents, and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this Act as if such amendment or repeal had not occurred and may be terminated, completed, consummated, or enforced under that statute or other rule." This Act became effective May 27, 2010.   Ga. L. 2015, p. 996, § 1-1/SB 65, not codified by the General Assembly, provides: "(a) This Act shall be known and may be cited as the 'Debtor-Creditor Uniform Law Modernization Act of 2015.'   "(b) To promote consistency among the states, it is the intent of the General Assembly to modernize certain existing uniform laws promulgated by the Uniform Law Commission affecting debtor and creditor rights, responsibilities, and relationships and other federally recognized laws affecting such rights, responsibilities, and relationships."   Law reviews.   - For article, "Contract Litigation and the Elite Bar in New York City, 1960-1980," see 39 Emory L.J. 413 (1990). For comment on Sherrock v. Commercial Credit Corp., 290 A.2d 648 (Del. S. Ct. 1972), see 10 Ga. St. B.J. 110 (1973). For comment, "Lender Liability for Breach of the Obligation of Good Faith Performance," see 36 Emory L.J. 917 (1987).   JUDICIAL DECISIONS   Employee charging gasoline in employer's name.    - Employee is not a "buyer," but acts as agent of employer when employee charges gasoline in employer's name and employer pays for it, even though the fuel is not delivered directly to employer but is instead consumed by employee's operation of a truck. Weaver v. Ralston Motor Hotel, Inc., 135 Ga. App. 536, 218 S.E.2d 260 (1975).   "Good Faith."    - The definition of "good faith" in O.C.G.A. § 11-2-103 applies only to merchants engaged in the sale of goods and does not apply in an action involving the status of a bank as a "holder in due course" under UCC Article 3. Choo Choo Tire Serv., Inc v. Union Planters Nat'l Bank, 231 Ga. App. 346, 498 S.E.2d 799 (1998).    Motor home seller's renewed motion for judgment as a matter of law was denied because the buyers presented sufficient evidence to support the jury verdict in their favor as to the state law breach of implied warranty claims as the buyers presented evidence showing that they were the real buyers of the motor home even though the legal transaction was done in the name of a corporate entity and the seller could not challenge the buyers' standing to assert breach of warranty claims because the seller assured the buyers that they were covered under the motor home's warranty and that the warranty was being honored; testimony of the seller's service manager, that the buyers were entitled to the benefits of the warranty, was sufficient to establish that they were "buyers" under O.C.G.A. § 11-2-103. Gill v. Bluebird Body Co., F. Supp. 2d (M.D. Ga. Jan. 21, 2005).    Consumers, whose O.C.G.A. § 11-2-103 claim for breach of express warranty was unsuccessful, but whose claim for breach of implied warranty of merchantability was successful, were entitled to reasonable attorney's fees based upon a rate that was about average for other consumer law attorneys in Georgia; however, the number of compensable hours was reduced to exclude work done on the unsuccessful claims. Gill v. Bluebird Body Co., 353 F. Supp. 2d 1265 (M.D. Ga. Jan. 28, 2005).   No support for limitations.    - When plaintiff Jobber petroleum distributors' only allegations of wrongdoing was defendant oil company's purported recapture of the cost of a prompt-pay discount when setting its price, and the parties' contract imposed no limits on the costs that could be recouped in setting the price, the good-faith safe harbor provided in O.C.G.A. § 11-2-305(2) applied; O.C.G.A. § 11-2-103 did not support imposing fundamental substantive limitations on the pricing methodology set out in the contract. Autry Petroleum Co. v. BP Prods. North America, Inc., 334 Fed. Appx. 982 (11th Cir. 2009)(Unpublished).    Cited in Tennessee-Virginia Constr. Co. v. Willingham, 117 Ga. App. 290, 160 S.E.2d 444 (1968); Redfern Meats, Inc. v. Hertz Corp., 134 Ga. App. 381, 215 S.E.2d 10 (1975); Fratelli Gardino v. Caribbean Lumber Co., 587 F.2d 204 (5th Cir. 1979); Mail Concepts, Inc. v. Foote & Davies, Inc., 200 Ga. App. 778, 409 S.E.2d 567 (1991); Imex Int'l v. Wires Eng'g, 261 Ga. App. 329, 583 S.E.2d 117 (2003).   RESEARCH REFERENCES   Am. Jur. 2d.   - 15A Am. Jur. 2d, Commercial Code, §§ 36, 52. 67 Am. Jur. 2d, Sales, §§ 10-15.   C.J.S.   - 77A C.J.S., Sales, § 1 et seq. 82 C.J.S., Statutes, § 309.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-103.   ALR.   - What constitutes a transaction, a contract for sale, or a sale within the scope of UCC Article 2, 4 A.L.R.4th 85.   What constitutes "goods" within the scope of UCC Article 2, 4 A.L.R.4th 912.   Applicability of UCC Article 2 to mixed contracts for sale of goods and services, 5 A.L.R.4th 501.