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1.5.11 Definition of Seller

The Code defines seller as “a person who sells or contracts to sell goods.”159 This term may not include the seller’s individual sales representatives.160 Nor does it include individual corporate officers unless the corporate veil can be pierced.161 Whether an indirect seller such as a manufacturer meets this definition is discussed in § 8.3.8, infra.


  • 159 {151} U.C.C. § 2-103(1)(d). See also §, infra (definition of seller in context of implied warranty of fitness for particular purpose).

  • 160 {152} Dockhorn v. Kitchens by Kleweno, 72 U.C.C. Rep. Serv. 2d 529 (D. Kan. 2010); Southern v. Pfizer, Inc., 471 F. Supp. 2d 1207 (N.D. Ala. 2006).

  • 161 {153} Chism v. CNH Am., L.L.C., 65 U.C.C. Rep. Serv. 2d 351 (E.D. Ark. 2008). See also Robinson v. Sunshine Homes, Inc., 291 P.3d 628, 636 (Okla. Civ. App. 2010) (individual owner of dealership was not party to any agreement with buyer and therefore is not liable on warranty claim).