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Impracticability Under the UCC Can Help Sellers During Covid-19

Impracticability Under the UCC Can Help Sellers During Covid-19 Background Decorative Image

The Covid-19 pandemic has left many sellers of goods unable to complete contractual obligations, or has significantly delayed their ability to do so. Many state and local government shutdowns of “non-essential” businesses, and restrictions on the importation of various vessels, slowed finished products and raw materials that certain companies need to produce goods for their customers.

While a number of sellers may turn to force majeure clauses or argue that the Covid-19 pandemic made performance “impossible” under common law principles, sellers of “goods”—essentially anything moveable, including food products and crops—may find additional help under Section 2-615 of the Uniform Commercial Code if government regulations or certain market conditions affected their ability to perform.

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This information is provided by Vinson & Elkins LLP for educational and informational purposes only and is not intended, nor should it be construed, as legal advice.