GOODS - The Law Mind Legal Dictionary

GOODSAuthored

The Law Mind • 1170 words

Definition

Movable, inanimate personal property. "Goods" is a term of substantial scope in legal usage but is not unlimited — it sits between the narrower category of merchandise or inventory and the broader category of chattels.

The term carries different weight depending on legal context:

1. In contracts and commercial law: Goods means tangible, movable, inanimate property. The category excludes animals, real property interests (including leaseholds), fixtures attached to land, and intangible rights such as securities, subscription interests, or accounts receivable. Under the Uniform Commercial Code, goods are defined as all things movable at the time of identification to a contract for sale, with specific exclusions for money, investment securities, and choses in action.

2. In wills and estates: Goods historically functioned as a term of the broadest possible import — nomen generalissimum, the most general of names — and, unless restricted by context, was construed to encompass the whole of a testator's personal estate, including money, securities, and intangibles. This expansive testamentary meaning is sharply different from the commercial meaning.

3. In penal statutes: Courts have typically confined the term to movables with intrinsic value, excluding instruments that merely represent value, such as notes or stock certificates.

Common Language

Modern common usage (Wiktionary): Plural of "good" — commodities, products, or merchandise; things that are bought and sold.

Historical common usage (Webster's 1913): Directs to "good" as a noun, encompassing possessions and property generally, including merchandise.

The ordinary English meaning — things you buy, sell, or own — tracks the commercial legal meaning reasonably well but misses the crucial context-dependence of the legal term. A researcher who assumes "goods" means the same thing in a contract clause, a will, and a criminal statute will draw the wrong conclusions in at least two of those three contexts. The testamentary expansion of the term to cover all personal estate is particularly counterintuitive to a modern reader.

Common Confusion

GOODS vs. CHATTELS: Chattels is the broader category. Chattels includes animals and chattels real (such as leaseholds), which goods does not. Everything captured by "goods" in its strict sense is also a chattel, but not vice versa. Historical sources sometimes use the terms interchangeably in informal contexts, which can mislead researchers.

GOODS vs. MERCHANDISE: Merchandise implies items held for sale in trade. Goods is the wider term and does not require commercial intent. In older sources and in wills especially, "goods" reaches property not held for any commercial purpose.

GOODS vs. EFFECTS: "Effects" — often appearing in the phrase "goods and effects" or "goods, chattels and effects" — was used to broaden a clause beyond what "goods" alone would reach. The pairing signals that the drafter was aware of "goods" as a term of limited scope and was deliberately expanding coverage.

Why It Matters in Research

Context controls meaning absolutely. The single greatest trap in the Law Mind corpus is treating "goods" as a stable term across document types. A will from 1840 using "goods" likely covers the entire personal estate. A sales contract from the same year using "goods" likely covers only tangible movables. Failing to identify which interpretive register applies will produce fundamental misreadings.

Watch for limiting and expanding language. Drafters and courts were aware of the term's ambiguity. Phrases like "goods and chattels," "goods, wares, and merchandise," and "goods and effects" are deliberate attempts to calibrate scope. Each combination has its own interpretive history. A document that says "goods" alone is making a different — and narrower — choice than one that says "goods and chattels."

UCC transformation. The Uniform Commercial Code substantially rationalized and narrowed the commercial meaning of "goods" in American jurisdictions adopting it (virtually all states). Pre-UCC commercial sources use the term in common-law mode, which was somewhat less precisely defined. Researchers working across the UCC adoption period (generally 1950s–1970s by jurisdiction) must account for this shift.

Penal statute construction. In criminal law sources, courts consistently resisted expansive readings of "goods" that would bring in intangibles. This is the opposite of the testamentary presumption. Historical treatises on criminal law often gloss over this distinction.

Fixtures. The exclusion of fixtures from "goods" is consistently stated across all the historical sources in this corpus and is a reliable point of agreement. Property attached to land falls out of "goods" even when it was once movable.

Historical Dictionary Support

The historical sources in this corpus converge on the core structural point: goods is narrower than chattels (excludes animals and leaseholds) but broader than merchandise (no commercial intent required). Burrill phrases it precisely — "strictly applicable only to inanimate movables" — while noting that "in some of its connections it is of more extensive import than in others," a candid acknowledgment of the term's instability.

Bouvier and Black (both editions) agree on the exclusions: fixtures, subscription for stock, teams and wagons, notes and accounts due are all outside "goods" in the commercial sense. Bouvier's citation of specific cases on each exclusion (fixtures, stock subscriptions, accounts) is useful for tracking the line of authority.

Anderson's entry highlights the penal-statute limitation — goods confined to items with intrinsic value, excluding instruments that represent value — which neither Black nor Burrill develops at length. This is the entry to follow when working with criminal law materials.

The testamentary expansion (nomen generalissimum) is stated by both Black and Anderson but is undertheorized in all the dictionary sources. None of the historical dictionaries in this corpus explains why the same word would carry opposite presumptions in wills versus contracts. That divergence is a product of different interpretive traditions — the liberal construction applied to testamentary dispositions versus the strict construction favored in commercial instruments — rather than any difference in the word itself.

Jurisdictional Note

UCC Article 2 governs the sale of goods in all U.S. states (with variations in Louisiana). The UCC definition is the operative commercial definition in modern American practice and has largely displaced common-law analysis for sales transactions. English and pre-UCC American authority remains relevant for historical research and for non-sales contexts such as wills, bailments, and criminal statutes.

Encyclopedia Cross-Reference

The Duty of Good Faith and Fair Dealing in Employment (Law Mind Employment & Labor Law Encyclopedia) — tangential; relevant only in the specific context of employment contracts involving the supply or handling of goods.

GOODSmain

Black's Law Dictionary • 1891

In contracts. The term "goods" is not so wide as "chattels," for it applies to inanimate objects, and does not in- clude animals or chattels real, as a lease for years of house or land, which "chattels" does include. Co. Litt. 118; 1 Russ. 376. In wills. In wills "goods" is nomen gen- eralissimum, and, if there is nothing to limit it, will comprehend all the personal estate of the testator, as stocks, bonds, notes, money, As to a purchaser in good faith, see BONA plate, furniture, etc. 1 Atk. 180-182.

GOODSmain

Rapalje & Lawrence • 1888

(573) a change in the firm or place of business. It is personal property. Cruttwell v. Lye, 17 Ves. 335; Churton v. Douglas, Johns. 174; Sebast. Tr. M. 180; Robs. Bankr. 512. 2. Personal. - A good will is said to be personal when it depends on the personal character, i. e. the skill or reputation, of the person who carries on the business. In the case of a public house, baker's shop or the like, the good will is not personal, because it consists in the habit which the customers thereby to bar all the rest. And it is frequently part of the custom that the life in possession, or the first of the lives in possession, shall have a veto upon any fresh creation of tenancies in remainder, without his assent or good will, for the manifesting of which there is frequently a customary ceremony, the object being to preserve to the beneficial owner the power of surrendering to the lord and taking a new estate for his own benefit. Elt. Copyh. 48. GOOD WILL, (defined). 33 Cal. 620, 624: 44 N. H. 335, 343; 7 Abb. (N. Y.) Pr. 202, 203; 10 Id. 264, 269; 6 Bosw. (N. Y.) 354, 362; 19 Hun (N. Y.) 418, 422; 36 Ohio St. 522; 9 R. I.. 250, 252; 4 Barn. & Ad. 592, 595 n.; 2 Madd. 198, 219; 3 Meriv. 441, 451. (effect of sale of). 19 How. (N. Y.) Pr. 14; 14 Ves. 468; 17 Id. 335; 1 Chit. Gen. Pr. 713. have of resorting to the house. Therefore, if a baker or publican mortgages his house of business without mentioning the good will, and the mortgagee sells the house as a going concern, thus obtaining the benefit of the good will, the mortgagor is not en3 Madd. 74. titled to that part of the purchase-money which represents the value of the good will. Ex parte Punnett, 16 Ch. D. 226, following Chissum v. Dewes, 5 Russ. 29; King v. M. R. Co., 17 W. R. 113. 3. Questions of good will chiefly arise between an assignor and an assignee. An assignment of a good will implies a recommendation of the assignee by the assignor to his customers, and an agreement by him to abstain from all competition with the assignee. If A. carries on business under a firm name which is wholly or partially artificial (such as "A. & Z." or "A. & Co.,") and assigns the good will of his business to B., then B. becomes entitled to the exclusive use of the firm name as against A., and against all the world, so that A. can neither complain of B.'s use of the name, nor use any name so resembling it, as to be calculated to represent to the world that he (A.) is carrying on the business which he assigned to B. (Churton v. Douglas, ubi supra; Levy v. Walker, 10 Ch. D. 436.) On the same principle A. is is not allowed to solicit old customers of the business to deal with him, although he may deal with them if they come to him without solicitation. Leggott v. Barrett, 15 Ch. D. 306, overruling Ginesi v. Cooper & Co., 14 Ch. D. 596. (in an agreement). 6 Barn. & C. 216; (in a lease). L. R. 10 C. P. 456. (in a statute). 2 Barn. & Ad. 341, 345. (on the death of one partner, survives to the other). 5 Ves. 539; 15 Id. 226; 1 Chit. Gen. Pr. 102 п. GOODS.-This word "includes all chattels, as well reall as personall." (Co. Litt. 118b.) In practice, however, the term "goods" is confined to those chattels which are capable of manual delivery, such as furniture and merchandise. Assignments of goods, by way of sale or mortgage, are subject to various statutory regulations, as to which see BILL OF SALE; (574) GOODS, (includes "chattels"). Co. Litt. 118 b. GOODS AND CHOSES IN ACTION, (mortgage of). (not synonymous with "chattels"). 11 Wils. 260. Chit. Gen. Pr. 90. (does not include "fixtures"). 7 Taunt. 188; 1 Chit. Gen. Pr. 90. (contract for the sale of). 5 Barn. & Ald. 613; 2 H. Bl. 63; 3 Mau. & Sel. 179; 4 Id. 262. (in a grant). Shep. Touch. 97. (in a policy of insurance). 2 Johns. (N. Y.) Cas. 77, 120; 12 Wend. (N. Y.) 466. (in a statute). Dwar. Stat. 719. (in a will). 1 Am. Dec. 294 n.; 3 Atk. 61, 63; 1 Cox Ch. 362; 1 P. Wms. 267; 4 Com. Dig. 154; 1 Rop. Leg. 250. Leach C. C. 520. (obtaining, by false pretences). 2 (promissory note payable in). 7 Johns. (Ν. Υ.) 461; 5 Wend. (N. Y.) 393; 7 Id. 311; 13 Id. 95; Ohio Const. R. 465. GOODS, ALL MY, (in a will). 1 Cro. 6. GOODS, ALL MY WORLDLY, (in a will). 1 Chit. Gen. Pr. 355. GOODS, ALL THE RESIDUE OF MY, (in a will). 1 Cro. 386. GOODS, ALL THE REST OF MY WORLDLY, (in a will). 7 Bing. 664. GOODS AND CHATTELS, (what included under, generally). 1 Chit. Gen. Pr. 89. 217. (what are not). 9 East 215; 5 Price (bills of exchange are). 2 Barn. & Ald. 327; 6 Bing. 363, 371; 4 Moo. & P. 36. (bonds and mortgages are). 1 Harr. (N. J.) 54. (a bond is not). 1 Dyer 5b, n. (capital stock of a corporation is not). 11 C. E. Gr. (N. J.) 398. Mod. 156, 157. (includes a "bond and warrant"). 4 (includes "coin"). 3 Ohio St. 575. (growing crops are). 1 Harr. (N. J.) (when includes " money"). 12 Wend. (things in action are), 1 Atk. 165, 177. (in administrator's bond). 1 Litt. (Ky.) 81; 7 Moo. 231. (Ν. Υ.) 586. 99. 331. (in a declaration). 2 Ld. Raym. 1410. (in an execution). 7 Mart. (La.) N.s. (in an indictment). 4 Gray (Mass.) 416, 418; 1 Binn. (Pa.) 201. 495. St. 400. (in bankrupt act). 5 Bos. & P. 67, 70. (in a statute). 19 Johns. (Ν. Υ.) 73. (in statute of frauds). 3 Daly (N. Y.) (in statute against larceny). 26 Ohio (in a will). Amb. 612; 2 Eden 201; 1 Vern. 30; 11 Ves. 666; 1 Ves. Sr. 363. (possession of, what is). 7 T. R. 228, (taking of, to constitute larceny). 39 GOODS AND CHATTELS, ALL OTHER UNBEQUEATHED, (in a will). 1 Ves. 64. 235.

GOODSmain

Rapalje & Lawrence • 1883

- See POSSESSION, ? 4. POSSESSION OF THE PREMISES, (in a statute). 126 Mass. 146. POSSESSION, REVERSION OR REMAINDER, (in statute of wills). 3 Marsh. (Ky.) 508. POSSESSION, SHOULD COME INTO, (in a deed). 3 Bro. Ch. 180. POSSESSION, TRUE, (distinguished from "actual possession"). 1 Cal. 255, 263. All my household goods and All the rest, residue and reAfter PAYMENT of my just debts All my land and ESTATE. Affirmative STATUTE. For THAT whereas. For that WHEREAS. For the good of my SOUL. For the purpose of PROSTITU-

GOODSn.

Websters Unabridged Dictionary (1913) • 1913

See Good, n., 3.

goodsnoun

Wiktionary (English) • 2026

Wiktionary contributors • CC BY-SA 4.0 • via Kaikki
Extracted and formatted for display by Law Mind. Source link opens the current Wiktionary page and its contributor history; it is not a frozen copy of this extract.

plural of good

goodsnoun

Wiktionary (English) • 2026

That which is produced, then traded, bought or sold, then finally consumed. | Freight, as opposed to passengers. | Ellipsis of goods train. | Something authentic, important, or revealing. | The female body, especially when seen as desirable. | The male genitals. | A person or animal, etc., with reference to its characteristics.

goodsverb

Wiktionary (English) • 2026

third-person singular simple present indicative of good

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