The Uniform Commercial Code (UCC) is a comprehensive set of laws governing commercial transactions across the U.S. While it was crafted to bring uniformity to commercial law across states, each state has the discretion to adopt the UCC as it is or with modifications. Florida, like many other states, has incorporated a version of the UCC into its statutes, which in turn has influenced various industries, including construction. 

Overview of the Uniform Commercial Code

In Florida, the UCC is codified in Chapter 672 to 680 of the Florida Statutes. The UCC is a set of laws that govern commercial transactions involving the sale of goods. The UCC consists of 9 articles that cover various aspects of commercial transactions.

UCC’s Applicability to the Construction Industry

The applicability hinges on the predominant factor test, which evaluates if the primary objective of the contract is the delivery of goods or the provision of services. In general, the majority of construction contracts lean towards being service-oriented and are typically governed by common law instead of the UCC, mainly because the emphasis on services often surpasses that on goods.

Nevertheless, there are instances where construction contracts might be governed by the UCC. For example, when a contractor solely procures materials from a vendor without requiring installation or any additional services, such an arrangement would likely be deemed a goods sale and, thus, fall within the scope of the UCC.

How the UCC Influences Construction-Related Conflicts

Goods vs. Services: Construction contracts usually involve both goods (like construction materials) and services (like labor). While the UCC deals primarily with goods, some jurisdictions may reference UCC principles when there’s ambiguity in mixed contracts (goods and services). How the court interprets a construction contract may determine whether UCC provisions apply.

Warranties: The UCC outlines several types of warranties, such as express warranties and implied. If a construction dispute involves materials that do not meet the standards or specifications outlined in the contract, the UCC’s provisions on warranties might be invoked.

Risk of Loss: The UCC details when the risk of loss passes from the seller to the buyer. In construction disputes, if there’s a question about who bears the responsibility for goods that are lost, stolen, or damaged, the UCC’s guidelines might provide clarity.

Acceptance and Rejection of Goods: The UCC establishes rules for when a buyer has accepted goods and when they can reject them. If a contractor or project owner claims that delivered materials are not as specified, the UCC’s provisions on acceptance, rejection, and revocation of acceptance might come into play.

Remedies: The UCC provides remedies for breach of contract, which can guide what a party is entitled to if the other party breaches terms related to goods in a construction contract.

Under the UCC, a seller must deliver goods that conform exactly to the contract specifications (the perfect tender rule), unless otherwise agreed by the parties. Under common law, a contractor must perform substantially in accordance with the contract terms (the substantial performance rule), unless there is a material breach.

Where to Get Help

Contact Haber Law for help with any type of construction dispute. We have many years of experience helping clients in the construction and real estate industries.