Section 2-106 - Definitions: "Contract"; "Agreement"; "Contract for Sale"; "Sale"; "Present Sale"; "Conforming" to Contract; "Termination"; "Cancellation"; "Hybrid Transaction"(1) In this article, unless the context otherwise requires, "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time but does not include a license of information. A "sale" consists in the passing of title from the seller to the buyer for a price (Section 2-401). A "present sale" means a sale which is accomplished by the making of the contract.(2) Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.(3) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.(4) "Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance.(5) "Hybrid transaction" means a single transaction involving a sale of goods and: (a) the provision of services;(b) a lease of other goods; or(c) a sale, lease, or license of property other than goods.Okla. Stat. tit. 12A, § 2-106
Amended by Laws 2024 , c. 13, s. 6, eff. 11/1/2024.Laws 1961, p. 76, § 2-106; Amended by Laws 2005 , HB 2028, c. 139, § 26, eff. 1/1/2006.Oklahoma Code Comment
(1) The words "contract for sale" are defined to include both a "present sale" and a "contract to sell." This is a departure from the terminology under the Uniform Sales Act, in which the term "contract for sale" designated a future sale, and the term+ "contract of sale" designated a present transfer of property. The Commercial Code uses the term "present sale" to designate a sale accomplished by the making of the contract. Oklahoma has previously used the term "sale" or "actual sale" to designate the present passage of title. Oklahoma Moline Plow Co. v. Smith, 41 Okl. 498, 139 P. 285 (1914).
Attention is called to 15 Okl. St. Ann §§ 561-570 which regulate "contracts of sale for future delivery of cotton, grain, stocks or other commodities." Section 561 contains a definition of "contract of sale". It appears that these sections apply only to "speculative transactions."
(2) Oklahoma has had no previous definition.
(3 & 4) Oklahoma decisions have previously used the words "termination" and "cancellation" as synonymous, meaning to abrogate the unperformed portion of the contract. F & M Drilling Co. v. M. & T. Oil Co., 192 Okl. 372, 137 P.2d 575 (1943). Therefore, the distinction made between the two in the Commercial Code will change the Oklahoma law.