Skip to Main Content
Services Talent Knowledge
Site Search
Menu

Alert

Our attorneys stay on top of changes in legislation, agency regulations, case law, and industry trends—then craft timely legal alerts to keep clients up to date on legal developments important to their business.

September 6, 2023

Massachusetts Proposes Adoption of 2022 UCC Amendments for Hybrid Transactions

Last year, the American Law Institute and the Uniform Law Commission approved amendments to the model Uniform Commercial Code (UCC). Among the new provisions of the model bill is a new rule for “hybrid transactions,” which are transactions involving both the sale of goods and the sale of services.

Articles 2 and 2A of the UCC apply only to the sale and lease of goods not to contracts for services. Therefore, in order for UCC provisions to apply to the transaction, a court must decide whether the transaction is predominantly a sale of services or a sale of goods. The line between these types of transactions is sometimes difficult to discern and could lead to unfair results. 

For example, currently, UCC warranties would not apply to an air conditioning system that is installed in a building if the cost of that transaction is predominantly for labor rather than for the air conditioning equipment.

The 2022 amendments to the model UCC address this issue by including new language in sections 2-102 and 2-106, which provides that, absent the parties’ agreement otherwise, the UCC will apply to the portion of the transaction that relates to the goods sold. In the above example of a hybrid transaction, the air conditioning equipment would be subject to UCC warranties even if the labor component is the predominant cost of the transaction. 

Since these amendments to the model UCC were approved by the American Law Institute and the Uniform Law Commission last year, several states have adopted the amended UCC model language for hybrid transactions. Other states, including Massachusetts,1 have proposed bills that, if passed, would adopt this language.

Barclay Damon will continue to monitor the status of Bill #H.2112 in the Massachusetts legislature.

If you have any questions regarding the content of this alert, please contact Mike Ferdman, partner, at mferdman@barclaydamon.com; Martine Wayne, associate, at mwayne@barclaydamon.com; or another member of the firm’s Commercial Litigation Practice Area. 
                                                               

1See Bill H.2112 (malegislature.gov).
 

Subscribe

Click here to sign up for alerts, blog posts, and firm news.

Featured Media

Alerts

Website Accessibility Lawsuits: Several "Tester" Plaintiffs—Zayzay Howard, Carlos Gonzalez, Waleska Pena, Luis Compres, Carlos Moreno, Nersi Nin Vasquez, and Shivan Bassaw—Targeting Businesses in Recent Flurry of Lawsuits

Alerts

NYS Court of Appeals: No Municipal Immunity for a Town Employee Involved in an Accident but Not Engaged in Work

Alerts

Massachusetts Passes Climate Bill Accelerating Siting and Permitting for Clean Energy Projects

Alerts

Make It a Double: Amendment to New York State's ABC Law Extends Temporary Permits to Sell Alcoholic Beverages for Liquor License Applicants from 90 to 180 Days

Alerts

New York's New Pharmacy Regulations: Major Win for Independent Pharmacies and Consumers

Alerts

Second Circuit Upholds New York State's Ivory Law, but Holds Display Restriction Unconstitutional

This site uses cookies to give you the best experience possible on our site and in some cases direct advertisements to you based upon your use of our site.

By clicking [I agree], you are agreeing to our use of cookies. For information on what cookies we use and how to manage our use of cookies, please visit our Privacy Statement.

I AgreeOpt-Out