Free-Throw Merchant, UCC Merchant

Congratulations to the 2025 NBA Champion Oklahoma City Thunder! Their Game 7 victory over the Indiana Pacers capped off a dominant season and postseason run, with Shai Gilgeous-Alexander leading the way as Finals MVP. OKC played with poise, depth, and discipline throughout the playoffs—a well-deserved title for a young and rising squad.

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But while OKC celebrates, Indiana fans, like myself, are heartbroken.

Pacers star Tyrese Haliburton exited early in the first quarter with a non-contact leg injury that is suspected to be an Achilles tear. Though the final MRI results are still pending, early indications suggest that Haliburton will miss the entire 2025–26 NBA season. It's a devastating end to a breakout postseason for Hali, who became the heart and soul of a Pacers team that overachieved, overdelivered, and won the admiration of fans nationwide. He deserves our support and respect as he begins what will likely be a long and difficult recovery.

Now, let’s pivot to law.

Shai Gilgeous-Alexander is known as the NBA's premier "free-throw merchant," a term that recognizes his uncanny ability to draw fouls and get to the line. Whether you view it as a craft or a controversy, it’s a skill that has had real, game-altering impact—especially throughout this postseason. His foul-drawing strategy shaped how opponents had to defend him and, ultimately, contributed to OKC’s historic title run.

That label—"merchant"—isn't just for basketball. In Contracts law, the term "merchant" has a technical meaning under Article 2 of the Uniform Commercial Code (UCC).

Under Article 2, a merchant is someone who:

• Regularly deals in goods of the kind sold; or

  
  

• Holds themselves out as having special knowledge or skill regarding the goods or business practices involved.

  
  

Depending on the specific legal rule, that definition may be interpreted broadly or narrowly.

When Business Experience Triggers Merchant Status

Some Article 2 rules apply to anyone acting in a general business or commercial capacity. These include:

• Firm Offers (UCC §2-205): A signed, written offer by a merchant to buy or sell goods is irrevocable for up to three months, even without consideration.

  
  

• Confirmatory Memos under the Statute of Frauds (UCC §2-201): A written confirmation between merchants can satisfy the writing requirement for contract enforcement.

  
  

• Modification Without Consideration (UCC §2-209): In contracts between merchants, modifications made in good faith are enforceable even without new consideration.

  
  

In these contexts, the term "merchant" is interpreted broadly. The party doesn’t need to specialize in the specific goods being sold—it’s enough that they’re acting in a business or professional capacity.

Specialized Knowledge and Goods of the Kind

Other Article 2 rules apply only when a party is a merchant with respect to the type of goods involved in the transaction. These rules hinge on whether the party has specific experience or knowledge about the goods.

• Implied Warranty of Merchantability (UCC §2-314): This warranty applies only when the seller is a merchant dealing in goods of the kind. It implies the goods are fit for their ordinary purpose.

For example, a concert pianist who sells a piano they regularly use in performances may be considered a merchant in that sale because of their professional knowledge of the instrument. But that same pianist wouldn’t be a merchant when selling an unrelated personal item, like a bicycle.

This narrower definition ensures the law reflects the nature of the parties’ experience and the context of the transaction.

Why Nonmerchants Get a Different Playbook

Nonmerchants are often subject to fewer or more lenient rules. That’s why bar examiners love to test this distinction. The key is to determine whether the party is acting in a personal or professional capacity.

• A person who collects and occasionally sells baseball cards as a hobby? Likely a nonmerchant.

  
  

• A card shop owner who sells cards daily as part of their business? Merchant.

Before applying any UCC rule, especially under Article 2, ask yourself: Is the party a merchant? And if so, of what kind?

This one question can change the entire legal analysis—just like how defenders change their approach depending on who they’re guarding.

And for Tyrese Haliburton—a leader, a star, and a class act—we’re sending strength and support. Your season may be over, but your story is far from finished.