In this сase of first impression, the question presented on appeal is whether 12A O.S.1971 § 2-725(1)
1
supersedes
An action was brought on December 5, 1975, by James W. Sesow, d/b/a James Se-sow Auto Paint & Supply Co., appellant, against Sam Swearingen, d/b/a Coach Craft Auto Body, appellee, for the price of certain goods, wares, and merchandise sold and delivered to appellee on open account. It is agreed by the parties that the purchases were incurred more than three, but less than five years prior to the filing of the action. The trial court sustained ap-pellee’s demurrer to appellant’s petition upon the grounds the action was barred by the three year statute of limitations, 12 O. S.1971 § 95(2). An amended petition was filed alleging breach of an oral contract for the sale of goods bаsed upon the Oklahoma Uniform Commercial Code (UCC) which provides for a five year statute of limitations. The trial court again sustained appellee’s general demurrer holding the action was barred by the statute of limitations.
Does thе Oklahoma Uniform Commercial Code lengthen the statute of limitations for commencing suit on an open accоunt established by the sale of goods, wares, merchandise or materials to five years ? We believe it does.
Although none of the provisions of 12 O.S.1971 § 95 were expressly repealed by the adoption of the UCC, all inconsistent acts and parts of acts were repealed. 3 It is the duty of this court to reconcile different provisions of the statutes to makе them consistent and harmonious and give sensible and intelligent effect to each. 4 In instances where there is an irreсoncilable conflict, 75 O.S.1971 § 22 provides the last enactment controls. 5 The UCC became effective at midnight on December 31, 1962, and is applicable to all transactions entered into after that date. 6 The Oklahoma Code Comments were not adopted as a part of the statutes. However, they were prepared as an aid in statutory interpretation and construction. The Comment clearly states the adoption of 12A O.S.1971 § 2-725 changed the Oklahoma law, and that 12 O. S.1971 § 95 was superseded to the extent it is inconsistent with 12A O.S.1971 § 2-725.
This identical question was considered by the Texas court in
Ideal Builders Hardware Co. v. Cross Construction Co.,
A “sale” consists in the passing of title from the seller to the buyer for a price. 9 The UCC provides unless the context оtherwise requires, the sales chapter of the UCC applies to transactions in goods. 10 The UCC is to be liberally construed and applied to promote its underlying purposes and policies including the simplification, clarification аnd modernization of the law governing commercial transactions. 11 After the adoption of the UCC, the five year statute of limitations became applicable to open accounts. The provisions of 12A O.S.1971 § 2-725 removed sales сontracts from the general laws limiting the time for commencement of contract actions. We, therefore, hоld the adoption of the UCC superseded the pre-existing statute and abrogated the distinctions insofar as the statute оf limitations is concerned based on whether the contract was verbal or written on sales contracts.
REVERSED AND REMANDED.
Notes
. The Statutе of Limitations applicable to sales under the Uniform Commercial Code, 12A O.S.1971 § 2-725(1) provides:
An action for breach оf any contract for sale must be commenced within five years after the cause of action has accruеd. By the original agreement the parties may reduce the period of limitation to not less than one year but may nоt extend it.
. The general statute of limitations,
Civil actions other than for the recovery of. real • property can only be brought within the following periоds, after the cause of action shall have accrued, and not afterwards:
(Second.) Within three (3) years: An actiоn upon a contract express or implied not in writing; an action upon a liability created by statute other than а forfeiture or penalty; and an action on a foreign judgment.
. 12A O.S.1971 § 10-102.
.
In re Farmers State Bank of Ames,
. The statute concerning conflicting statutory provisions, 75 O.S.1971 § 22 stipulates:
If the provisions of any code, title, chapter or article conflict with or contravene the provisions of any former code, title, chapter or article, the provisions of the latter code, title, chapter or article must prevail as to all matter and questions arising thereunder out of the same subject matter.
. 12A O.S.1971 § 10-101.
. See also
Big D Service Co. v. Climatrol Industries, Inc.,
.The оfficial comment on § 2-725 of the UCC prepared by the Conference of Commissioners on Uniform State Laws and the Ameriсan Law Institute states in pertinent part:
“Purposes: To introduce a uniform state of limitations for sales contracts, thus еliminating the jurisdictional variations and providing needed relief for concerns doing business on a nationwide scale whose contracts have heretofore been governed by several different periods of limitation depending uрon the state in which the transaction occurred. This Article takes sales contracts out of the general laws limiting the time for commencing contractual actions.
. 12A O.S.1971 § 2-106(1).
. 12A O.S.1971 § 2-102.
. 12A O.S.1971 § 1-102(2) (a).