What Is UCC 2-312?

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The UCC came to life more than fifty years ago as a set of laws designed to govern commercial transactions in the United States. Many articles exist in the code, each with several laws and sections. One law is UCC 2-312, but not everyone knows what is defined in this area.

UCC 2-312 defines the Warranty Against Infringement in the Uniform Commercial Code. It declares that a seller must warrant he conveys a good title that is rightfully his and that the goods (specified within) may be transferred without a lien, encumbrance, or any additional security interest.

If you’re curious about UCC 3-212, you’ve come to the right place. It’s ideal to know about various UCC laws if you’re going to be involved in commercial transitions, take part in law, or are curious in general. Read on to learn more about this section of the Uniform Commercial Code.

What Is UCC 2-312?

UCC 2-312 deals with the Warranty Against Infringement in the Uniform Commercial Code. If a seller has a good title that is rightfully his, he must warrant he has a good title. The goods may be transferred without encumbrance, lien, or additional security clearances.

There might be a case where a seller provides a company to a buyer and does not offer a good title. This section of the UCC deals with the details surrounding the infringement of warranty and other related legal issues.

What Is Covered In UCC 2-312?

There are several items covered under UCC 2-312. It’s helpful to understand these when attempting to define and grasp the Uniform Commercial Code 2-312.


The individual who is a seller, in this case, must be a merchant. This individual is a person who deals in goods or other items by their occupation, stating they have relevant knowledge and experience relating to the goods available in the transaction. If you are a regular person selling a truck, you aren’t a merchant. If you work at a dealership, you are

Goods Of The Kind

The merchant is defined by the above terms. If they are partaking in a commercial transaction, they must sell goods of the kind. This means he or she must sell goods from their inventory, not elsewhere.

Not Specified By Buyer

Everything that qualifies as a good under UCC 2-312 is protected by the law unless the buyer’s specifications are what design the product. There must be complete documentation of the process to determine the answer to this question. Someone should note instructions given to decide if the buyer offered specifications for the goods purchased.

Not Otherwise Agreed

In this section, the merchant and buyer must not have otherwise agreed before participating in UCC 2-312. This term isn’t entirely clear yet, but there must not be additions added after the matter.

What Is Not Covered In UCC 2-312?

Of course, several items are not covered by UCC 2-312. It’s just as vital to understand these related to any commercial transactions.

Otherwise Agreed Inside The Contract

If something is otherwise agreed within the contract, it isn’t covered under UCC 2-312. This means they have already settled on a conclusion when considering potential infringement liability. There are many cases where both parties have taken advantage of this provision in their cases.

Items Other Than Goods

If the commercial transaction involves anything other than goods, it isn’t covered by UCC 2-312. Services will not receive coverage from this defense. For example, software or real estate will not receive coverage from UCC 2-312.


It’s also critical to consider the circumstances surrounding the commercial transaction. There is a significant difference between circumstances in a noninfringement case and those in a warranty of title case. Some are covered, while others are not.

Buyer Specifications

Some buyer specifications are covered, while others have not. The court has not set forth specifics in this area, but some cases have revealed how much a buyer may specify in the deal before it isn’t covered.

Subsequent Use

Finally, subsequent use by the buyer isn’t covered under UCC 2-312. If the buyer uses the product and thus creates trouble, it will not receive coverage.

Reference Legal Explanations

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  • "What Is UCC 2-312?". Legal Explanations. Accessed on May 29, 2024. https://legal-explanations.com/blog/what-is-ucc-2-312/.

  • "What Is UCC 2-312?". Legal Explanations, https://legal-explanations.com/blog/what-is-ucc-2-312/. Accessed 29 May, 2024

  • What Is UCC 2-312?. Legal Explanations. Retrieved from https://legal-explanations.com/blog/what-is-ucc-2-312/.