Merchants vs. Non-Merchants under the UCC
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The Uniform Commercial Code (UCC) was introduced in the year 1952 as a part of Uniform Acts to help in guiding the laws of commercial transactions and other business dealings, including sales across all the states in the USA. The Uniform Commercial Code helps harmonize sales and commercial transactions laws since these transactions are carried out from one state to another, not just in one state. Under the Uniform Commercial Code, Merchants are individuals who deal in goods of the kind and holds proper knowledge on transactions dealing with goods. A merchant can also be identified as an individual who has employed a third party that has the expertise to deal with goods, such as a broker or an agent. Non-merchants, therefore, are persons who lack knowledge of goods transactions and consequently do not deal with goods of the kind. They can, however, be involved in the transaction of goods.
Under the Uniform Commercial Code, merchants are held in higher regard than non-merchants in most situations. Non-merchants thus have more duties that merchants under the Uniform Commercial Code. In my opinion, however, as a society, we already are sophisticated enough with all of our modern advancements and technology that we should do away with the non-merchant exception to the rules. This means making everyone, whether merchant or non-merchant, to have to recognize all of the additional duties of fairness and industry standards. In the spirit and age of equality as a human right, it is about time we did away with the bias between merchants and non-merchants.
Non-merchants should be bound under the same law as the non-merchants. This ensures that their business practices are legal and ethical. Article 2 of the Uniform Commercial Code only applies if the two parties transacting are either both merchants or are both non-merchants. Due to the exemptions, sometimes non-merchants can decline the contracting terms when they are carrying out a business transaction with a merchant. Good faith requires that a contract can be altered even when one party is not a merchant. This leads to unfair business transactions that do not abide by the requirement of the Uniform Commercial Code, which then makes the commercial transaction illegal.
Non-merchants should not be exempted from any duties whatsoever as this makes the lax and unwilling to abide by the laws of the Uniform Commercial Code. Therefore, UCC exemptions such as the Merchant’s Firm offer, Battle of the forms, and specific rules of risk of loss should be abolished. On the other hand, merchants should not have any special privileges over non-merchants. This is in the spirit of fairness and equality to ensure quality industrial goods. With all the evolving technology and business transactions are undergoing, both merchants and non-merchants should be treated equally as they both have equal and similar access to technology and other resources. There is, therefore, no rational reason for one group treated for one group being treated better than the other. If they are under the same code, there is no logical reason for their contracting terms to differ.
