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How the UCC Affects Florida Breach of Contract Actions

Written on October 13, 2020

If you do business in the State of Florida, you probably deal with contracts on an almost-daily basis. As a result, it is likely that you will be involved in a contract dispute or outright breach of contract at some point during your organization’s lifecycle. There are multiple sources of law that apply in such a situation. The US legal system draws from the common law of case precedent AND statutes enacted by legislatures, such as the Florida Uniform Commercial Code (UCC). It is understandable to be confused about which body of law applies to your breach of contract action.

Though you will need to get the specifics from a Clearwater, FL business litigation lawyer, there are some key points to understanding whether your contract is covered by the UCC.

Contracts the UCC Covers

Application of the UCC laws starts long before a contract dispute arises. From the moment of creation, the agreement either is or is not covered by the UCC, which has articles addressing: 

  • The sale of goods in the amount of $500 or more;
  • Leases of goods, machinery, equipment, and vehicles;
  • Negotiable instruments, such as promissory notes;
  • Secured transactions, when a security interest is created in personal property; and,
  • Many other contractual relationships.

Additional UCC Factors

Even if your contract would be covered by one of the UCC articles listed above, there are specific provisions that could still take it out. For instance:

  • The UCC only applies to the sale of goods between “merchants,” i.e., entities that deal in the subject goods on a regular basis. If one party is not a merchant, the agreement is not a UCC contract.
  • The UCC article on leases only covers contracts regarding personal property, including machinery, equipment, and vehicles.

When the Florida UCC Does NOT Apply

Common law breach of contract concepts cover agreements that fall outside the articles of the UCC, including the sale of real estate, leases of real property, employment and services contracts, and many others. 

UCC Remedies for Breach of Contract

Many of the same common law remedies are available for the aggrieved party, but there are some specific provisions to note about UCC contracts. There are multiple types of damages available for breach, which mainly focus on how to make the aggrieved party whole. Instead of merely recovering monetary damages, it may be possible to:

  • Cancel the contract;
  • Recover, i.e., get a refund on amounts paid;
  • Buy replacement goods from another vendor; or,
  • Recover damages for the difference in replacement price.

 Put Your Trust in a Clearwater, FL Business Litigation Attorney

 Regardless of whether your business is seeking contractual remedies or defending a breach of contract action, our team at Clearwater Business Law is prepared to advocate on your behalf. We can advise you on UCC issues and attempt resolution without going to court, but we will provide solid legal representation in the event of a lawsuit. To learn more about our legal services for businesses throughout Pinellas County, please call (727) 785-5100 to set up a consultation at our offices in Clearwater, FL.

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Andrew helped me through a difficult situation with American Express and we won the case. A great job by Andrew! He also helped me with T&C’s in my company. I would recommend Andrew highly as an attorney.

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