Commercial Transactions

Sales and supply of goods

The sale of goods is the core of most commercial activity, and in Washington it runs on Article 2 of the Uniform Commercial Code (RCW 62A.2) rather than common-law contract rules. Article 2 fills in price, delivery, risk of loss, and warranty terms the parties leave open, which means a deal done on a purchase order and an invoice is still governed, just not always the way either side assumed. We draft purchase agreements, master supply agreements, and standard terms of sale for both buyers and sellers, with the open-term defaults in mind, so the contract says what the client intends rather than letting the code decide.

Risk in a goods deal turns on a handful of provisions that look routine until a shipment is late or non-conforming: delivery and risk-of-loss terms, inspection and acceptance, warranty and disclaimer language, and the remedy framework. For recurring supply relationships, we build the master-agreement-plus-purchase-order structure that lets a business transact at volume without renegotiating every order, and we make sure the order documents don’t quietly override the master agreement through the UCC’s battle-of-the-forms rules (RCW 62A.2-207).

Equipment leasing and secured financing

When a business acquires equipment without paying cash, the deal is either a lease or a secured purchase, and the label on the document doesn’t decide which. A “lease” that transfers ownership at the end for a nominal amount is treated as a disguised security interest, governed by Article 9 of the UCC (RCW 62A.9A) rather than the true-lease rules of Article 2A (RCW 62A.2A), with very different consequences on default and in bankruptcy. We structure equipment acquisitions deliberately, true lease or secured financing, and document them so the intended treatment holds up.

For secured deals, the lender or seller perfects its interest by filing a UCC-1 financing statement under Article 9, fixing priority against other creditors. We handle the security agreement, the collateral description, and the perfection, and on the buyer’s side we review what’s being pledged and what the default remedies actually allow. Getting the lease-versus-security-interest characterization wrong is the kind of error that surfaces only when it’s expensive, in a default or an insolvency.

Distribution, dealer, and supply-chain arrangements

Getting product to market means distribution, dealer, reseller, and vendor agreements, and these carry issues a one-time sale doesn’t. Exclusivity, territory, minimum-purchase commitments, pricing, and termination rights are the terms that decide whether the relationship works and how cleanly it can end. We draft and negotiate these on both sides, manufacturer and distributor, with the long arc of the relationship in view, because a distribution agreement that can’t be exited becomes a liability the moment the market shifts.

Vertical arrangements also touch antitrust law. Resale-price maintenance, exclusive dealing, and tying can draw scrutiny under the Sherman Act (15 U.S.C. § 1) and Washington’s Consumer Protection Act (RCW 19.86), particularly where a party has market power. We flag the provisions that create exposure and structure exclusivity and pricing terms to stay on the right side of the line, so a commercial advantage doesn’t turn into a regulatory problem.

Payment, credit, and trade finance

A sale isn’t complete until the seller is paid, and the payment terms decide how much risk each side carries in between. We draft the credit, payment, and security terms that protect a seller extending trade credit, personal guaranties, security interests, set-off rights, and the right to stop delivery when a buyer’s credit deteriorates under the UCC (RCW 62A.2-702). For higher-value or cross-border deals, payment often runs through a letter of credit governed by Article 5 of the UCC (RCW 62A.5) and the international UCP 600 practice rules, which substitute a bank’s promise for the buyer’s.

For international sales, we flag when the UN Convention on Contracts for the International Sale of Goods (the CISG) governs by default instead of the UCC, and we draft the trade, delivery (Incoterms), and payment terms that keep a cross-border deal from stalling at a port or a bank. The goal is the same on every deal: the client knows when it gets paid and what happens if it doesn’t.

Performance, remedies, and enforcement

Most commercial relationships run smoothly; the value of careful drafting shows up when one doesn’t. When goods arrive non-conforming, a shipment is late, or a buyer rejects, the UCC supplies a framework of acceptance, rejection, cure, and remedies that the contract can sharpen or soften. We draft the inspection, cure, and remedy provisions so the client’s options are clear before a problem arises, and we make sure force-majeure and supply-disruption terms actually fit the supply chain rather than reciting a generic list.

When enforcement is necessary, the UCC gives sellers resale and damages remedies and buyers cover and cancellation rights (RCW 62A.2-706 and RCW 62A.2-712), and the contract’s notice, cure, and dispute-resolution terms shape how that plays out. Our business litigation team is in the same office, so the lawyer who drafted the deal and the lawyer who enforces it work from the same file. We draft knowing what gets contested.