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1.5.11 Definition of Seller

The Code defines seller as “a person who sells or contracts to sell goods.”163 An entity that contracts to sell goods meets this definition even if it never has title or possession of the goods it is selling, but arranges for another company to deliver them to the buyer.164 This term may not include the seller’s individual sales representatives.165 Nor does it include individual corporate officers unless the corporate veil can be pierced.166 Whether an indirect seller such as a manufacturer meets this definition is discussed in § 8.3.8, infra.

Footnotes

  • 163 {151} U.C.C. § 2-103(1)(d). See also § 4.3.2.2, infra (definition of seller in context of implied warranty of fitness for particular purpose).

  • 164 Masforce Europe, BVBA v. Mastry Marine & Indus. Design, Inc., 2013 WL 12156533 (M.D. Fla. Oct. 24, 2013) (company that contracted to sell a boat is seller even though it arranged for another company to build and convey the boat to the buyer).

  • 165 {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).

  • 166 {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).