Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”

402.106 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”. In this chapter unless the context otherwise requires: (1) “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance. (2) Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract. (3) “Contract” and “agreement” are limited to those relating to the present or future sale of goods. (4) “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. (5) A “present sale” means a sale which is accomplished by the making of the contract. (6) A “sale” consists in the passing of title from the seller to the buyer for a price (s. 402.401). (7) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives. History: 1983 a. 189. In this case, the penalties provision in a purchase contract allowed the buyer to cancel the contract and forfeit a portion of the purchase price, thereby discharging the parties of their contractual obligations. This manner of canceling a contract is consistent with cancellation under sub. (1). However, each party instead completed its obligations under the purchase contract, so the penalties provision no longer applied, and the buyer could no longer invoke the provision to return the goods. Accordingly, when the buyer attempted to cancel the purchase contract by returning the goods, that constituted an attempt to cancel the completed sale, not the purchase contract. Balsimo v. Venture One Stop, Inc., 2024 WI App 58, 414 Wis. 2d 27, 13 N.W.3d 228, 22-1715.