1. (1) In this article unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price (Section 12A-2-401). A "present sale" means a sale which is accomplished by the making of the contract.
2. (2) Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.
3. (3) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

4. (4) "Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance.

   Oklahoma Code Comment

5. (1) The words "contract for sale" are defined to include both a "present sale" and a "contract to sell." This is a departure from the terminology under the Uniform Sales Act, in which the term "contract for sale" designated a future sale, and the term "contract of sale" designated a present transfer of property. The Commercial Code uses the term "present sale" to designate a sale accomplished by the making of the contract. Oklahoma has previously used the term "sale" or "actual sale" to designate the present passage of title. Oklahoma Moline Plow Co. v. Smith, 41 Okl. 498, 139 P. 285 (1914).

   Attention is called to 15 Okl. St. Ann §§ 561-570 which regulate "contracts of sale for future delivery of cotton, grain, stocks or other commodities." Section 561 contains a definition of "contract of sale". It appears that these sections apply only to "speculative transactions."

6. (2) Oklahoma has had no previous definition.

   (3 & 4) Oklahoma decisions have previously used the words "termination" and "cancellation" as synonymous, meaning to abrogate the unperformed portion of the contract. F & M Drilling Co. v. M. & T. Oil Co., 192 Okl. 372, 137 P.2d 575 (1943). Therefore, the distinction made between the two in the Commercial Code will change the Oklahoma law.

   Uniform Commercial Code Comment

   The Uniform Commercial Code was developed by The American Law Institute and the National Conference of Commissioners on Uniform State Laws. These organizations hold the copyright on the official comments to the Uniform Commercial Code. The Oklahoma Supreme Court attempted but was unable to obtain permission to reproduce the Official Comments here. For more information on these organizations, click on the links above. To email your comments, click on one of the links below.

   The American Law Institute
   4025 Chestnut Street
   Philadelphia, PA 19104
   Phone: (215) 243-1600
   FAX: (215) 243-1664
   Email

   National Conference of Commissioners on Uniform State Laws
   676 N. St. Clair Street, Suite 1700
   Chicago, Illinois 60611
   (312) 915-0195
   Email

   Definitional Cross References:

   "Agreement". Section 1-201.
   "Buyer". Section 2-103.
   "Contract". Section 1-201.
   "Goods". Section 2-105.
   "Party". Section 1-201.
   "Remedy". Section 1-201.
   "Rights". Section 1-201.
   "Seller". Section 2-103.

Laws 1961, p. 76, § 2-106.