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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.


I strongly endorse Andrew Mongelluzzi. He is a very skilled and able business attorney focused on customer service and results. On the front end, Andrew deftly advises new businesses on organizing properly, acquiring necessary licenses, contracting with vendors & customers, and dealing with various compliance issues that may arise. On the back end when things go south, Andrew counsels and navigates businesses through complex commercial disputes and aggressively represents them in negotiations, mediation, arbitration, and in litigation so that businesses can legally move on and get back to business. Andrew’s ability to identify legal issues and approaches to resolve business-related issues is a strength that I have learned from and professionally relied upon in approaching the business matters and cases that I handle. I regularly refer business to Andrew knowing that he will diligently represent his business clients and their best interests.
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Attorney Mongelluzzi and his team provided excellent and quality service. I always felt that my needs were met and that the firm was invested in me and my case. The quality services I received at Mongelluzzi’s firm were remarkable. From the initial meeting they were responsive to my calls, questions and concerns. All issues were handled professionally and timely, easily accessible, got back to me quickly, aggressive and got me the results that I wanted. Attorney Mongelluzzi and his staff all gave my case their personal attention and provided the quality of work that anyone would want when hiring an attorney.

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- Gil Pinney

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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As a business owner for 12 years I have seen my fair share of ups and downs. Some of the downs would include landlord/tenant disputes and creditors that may have not been fulfilled to agreement. Andrew has met both of these situations for me in a timely, positive, and affordable manner.

- Rich Mattes

It was very nice to have a lawyer who not only is fierce in negotiations but has been successful in business. This is a lethal combination. I was glad he was on my side.

- Nigel Castanheiro

Andrew helped me with a contract litigation case. The lawyers battled it out for over a year and we finally got a reasonable settlement offer. Then the other side tried to back out. Andrew figured out how to force the other side to honor the deal and really knows his way around the court system. Definitely feel comfortable using him again.

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