Hudson v. Town & Country True Value Hardware, Inc.

OPINION

FONES, Chief Justice.

The issue before the Court is the applicability of Article II of the Uniform Commercial Code (T.C.A. §§ 47-2-101 et seq.) to a sale that involved a going business where the assets sold included both “goods” as defined in the U.C.C.1 and “non-goods.”

I

Plaintiff, as seller, and defendant, as purchaser, entered into two separate contracts, one for the sale of real estate at $227,500 and the other for the sale of stock and fixtures of the business known as Hudson Hardware for $60,000.

The real estate contract was contingent upon buyer assuming an S.B.A. loan of…