Editor's Note

Copyright (c) 2019 SOUTH CAROLINA SENATE. South Carolina Reporters' Comments contained herein may not be reproduced in whole or in part in any form or for inclusion in any material which is offered for sale without the express written permission of the Clerk of the South Carolina Senate.

Official Comments of the Uniform Commercial Code (c) 2019 The American Law Institute and the National Conference of Commissioners on Uniform Laws - Reproduced with permission.

Introduction

For the majority of American jurisdictions which had enacted the Sales Act, Article 2 would be a modernized revision of that half-century old Act. Indeed, this Article began as a proposed replacement of the Uniform Sales Act until the decision was made to draft a comprehensive codification of commercial law. For South Carolina, Article 2 would break new ground by providing general statutory coverage of sales law for the first time.

When compared with most of the other articles of the Code, Article 2 would result in a proportionately greater change of existing law. This is due in part to the fact that sales practices have experienced more changes in the past few decades. Consistent with the basic approach of the Code to bring legal rules in closer harmony with commercial practice, this changing environment requires changing legal rules if this objective is to be accomplished. Other changes are based on an abandonment of a conceptual approach in favor of a more functional one in the formation of the rules of this Article. An outstanding example is the elimination of "title passing" as a solution to a number of important questions. Also several changes in the rules dealing with remedies for breach of a sales contract in favor of more liberal relief may be explained by the Code's approach of imposing a greater degree of responsibility for performance on the parties. These generalities should become more meaningful with an examination of the sections in Article 2.

Since the approach of this study is to analyze each section of the Code and compare it with South Carolina law, only incidental reference will be made to the Uniform Sales Act when it appears to reflect the probable South Carolina common law. The main emphasis for comparative purposes continues to be on the South Carolina cases where available.