The UCC and the “sUCCess” of Sears, Walmart and Amazon

The UCC and the “sUCCess” of Sears, Walmart and Amazon

Following the 1893 Chicago Columbian Exposition, Sears offered the public the “Book of Bargains” creating a  new world of retailing.   The Sears catalogue was free, printed in color, containing detailed descriptions of goods of a wide variety, and low prices because Sears purchased in bulk.  Sears offered a money back guarantee to overcome the consumer’s reluctance to purchase merchandise sight-unseen.  With its money-back guaranty, concern for long-term reputation, and the attitude that “anyone can buy from us,” Sears established the mail-order mentality.

Sears harnessed the technologies of its day, mastered the supply chain, and pampered the customer, marketing with the right message offering the right proposition at the right time. Sears broke down physical and psychological barriers to recognize a new type of consumer, with augmented expectations, improving, if not inventing, new marketing and logistics that paved a path for Walmart and Amazon a century later.

Legally, what makes shipments possible today is the Uniform Commercial Code (“U.C.C.”) on sale of goods.  The U.C.C. has been adopted in all 50 states and provides expedited resolution of claims.  We’ve written extensively about the U.C.C. in the forthcoming Contracts and Sale of Goods to be published by the Illinois Institute of Continuing Legal Education, 2023 edition.

The themes of low prices, vast variety, and availability to anyone, became the drum-beat of consumerism that Walmart and Amazon picked up decades later. At the core, the function of contracts under the U.C.C. is to organize economic activity and allow markets to function efficiently.  Your business probably uses some type of contract for purchase and sale of goods.  Be aware that the U.C.C. will automatically apply to your agreements.  Having drafted hundreds of contracts, and litigated dozens of contract disputes under the U.C.C., we can be a competitive advantage for your business.