Armor All Products v. Amoco Oil Co.

FINE, J.

(concurring). Section 402.326(3), STATS., provides:

Where goods are delivered to a person for sale and such person maintains a place of business at which the person deals in goods of the kind involved, under a name other than the name of the person making delivery, then with respect to claims of creditors of the person conducting the business the goods are deemed to be on sale or return. This subsection is applicable even though an agreement purports to reserve title to the person making deliv*159ery until payment or resale or uses such words as "on consignment" or "on memorandum". However, this subsection is not applicable if the person making delivery:
(a) ■ Complies with an applicable law providing for a consignor's interest or the like to be evidenced by a sign; or
(b) Establishes that the person conducting the business is generally known by that person's creditors to be substantially engaged in selling the goods of others; or
(c) Complies with the filing provisions of ch. 409.

Under its contract with Amoco Oil Company, American Fuel and Supply Co., Inc., was to store Amoco's product, and, on Amoco's order, deliver those products to Amoco's customers. American Fuel had no authority to sell Amoco's product. Accordingly, Amoco's goods were not delivered to American Fuel "for sale," and § 402.326(3), Stats., is not applicable. Insofar as the majority opinion recognizes this, I concur. I cannot, however, join in the majority's holding that ultimate sale by the entity owning the goods (here, Amoco) can also trigger application of § 402.326(3), even though the goods are delivered to the warehouse for storage only, and that resolution of whether § 402.326(3) applies under that circumstance must be made on a case-by-case determination. The authorities upon which the majority rests this holding concern consignment. This is not a consignment case. Nevertheless, the majority focuses on the appearance to creditors — a proper consideration in consignment cases but not here. Insofar as a creditor is concerned, there is no difference in appearance between the storage of goods held by the warehouse for ultimate sale by the owner of those goods, and the storage of goods sent to the ware*160house by someone with no intent to ever sell, a collector (of antiques or art) for example. Clearly, § 402.326(3) would not apply in the latter situation even under the majority's rationale; given the statute's language, there is no reason that it should apply in the former situation either. Significantly, the majority does not cite any cases that hold that a storage arrangement as we have here permits application of § 402.326(3) merely because the owner will, one day, sell the stored goods.

The Uniform Commercial Code was designed to "simply, clarify, and modernize" the law — not complicate and obfuscate it. Section 4Q1.102(2)(a), STATS. Unfortunately, the majority's discussion of "ultimate sale" has done just that. The fuzziness of the case-by-case analysis championed by the majority not only flies in the face of the clear "delivered ... for sale" language of the statute, but, as a result, destroys the certainty that is so essential to the predictability of commercial transactions.1