Final answer:
A contract for the sale of goods under the UCC requires at least one party to be a merchant. Exclusive dealing agreements are legal when they promote competition among dealers but may be illegal if they restrict competition.
Step-by-step explanation:
For a contract for the sale of goods to fall under the Uniform Commercial Code (UCC), at least one of the parties has to be a merchant. The UCC defines a merchant as someone who deals in goods of the kind or otherwise by their occupation holds themselves out as having knowledge or skill peculiar to the practices or goods involved in the transaction.
This definition is critical because the UCC applies different rules for transactions involving a merchant compared to those involving non-merchants. An exclusive dealing agreement, which could be between a manufacturer and a dealer, is legal when it promotes competition among dealers, such as in the case of the Ford Motor Company selling cars only to Ford dealers. However, if an exclusive agreement restricts competition, like a large retailer obtaining exclusive rights to distribute a range of electronic goods, this would likely have an anticompetitive effect, which could make the agreement illegal.