Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.02.611 Retraction of anticipatory repudiation.
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(a) Until the repudiating party's next performance is due, that party can retract the repudiation unless the aggrieved party has, since the repudiation, cancelled or materially changed the aggrieved party's position or otherwise indicated that the aggrieved party considers the re…
AS 45.02.612 “Installment contract”; breach.
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(a) An “installment contract” is one that requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause, “each delivery is a separate contract,” or its equivalent. (b) The buyer may reject an installment that i…
AS 45.02.613 Casualty to identified goods.
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If the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (AS 45.02.324), then (1) if the…
AS 45.02.614 Substituted performance.
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(a) If without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, th…
AS 45.02.615 Excuse by failure of presupposed conditions.
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Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance, (1) delay in delivery or nondelivery in whole or in part by a seller who complies with (2) and (3) of this section is not a breach of the seller's duty…
AS 45.02.616 Procedure on notice claiming excuse.
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Article 7. Remedies. (a) If the buyer receives notification of a material or indefinite delay or an allocation justified under AS 45.02.615, the buyer may by written notification to the seller as to any delivery concerned and if the prospective deficiency substantially impairs th…
AS 45.02.701 Remedies for breach of collateral contracts not impaired.
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Remedies for breach of an obligation or promise collateral or ancillary to a contract for sale are not impaired by this chapter.
AS 45.02.702 Seller's remedies on discovery of buyer's insolvency.
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(a) If the seller discovers the buyer is insolvent, the seller may refuse delivery except for cash including payment for all goods previously delivered under the contract, and stop delivery under AS 45.02.705. (b) If the seller discovers that the buyer has received goods on credi…
AS 45.02.703 Seller's remedies in general.
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If the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to goods directly affected and, if the breach is of the whole contract (AS 45.02.612), then als…
AS 45.02.704 Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
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(a) An aggrieved seller under AS 45.02.703 may (1) identify to the contract conforming goods not already identified if at the time the seller learned of the breach they are in the seller's possession or control; (2) treat as the subject of resale goods that have demonstrably been…
AS 45.02.705 Seller's stoppage of delivery in transit or otherwise.
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(a) The seller may stop delivery of goods in the possession of a carrier or other bailee when the seller discovers the buyer to be insolvent (AS 45.02.702) and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight when the buyer repudiates …
AS 45.02.706 Seller's resale including contract for resale.
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(a) Under the conditions stated in AS 45.02.703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance of the goods. If the resale is made in good faith and in a commercially reasonable manner, the seller may recover the difference between the …
AS 45.02.707 Person in the position of a seller.
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(a) A person in the position of a seller includes, as against a principal, an agent who has paid or become responsible for the price of goods on behalf of the principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller. (b) A pe…
AS 45.02.708 Seller's damages for nonacceptance or repudiation.
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(a) Subject to (b) of this section and to the provisions with respect to proof of market price (AS 45.02.723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract …
AS 45.02.709 Action for the price.
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(a) If the buyer fails to pay the price as it becomes due, the seller may recover, together with any incidental damages under AS 45.02.710, the price (1) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has pa…
AS 45.02.710 Seller's incidental damages.
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Incidental damages to an aggrieved seller include commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care, and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise res…
AS 45.02.711 Buyer's remedies in general; buyer's security interest in rejected goods.
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(a) If the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance, then, with respect to goods involved and with respect to the whole if the breach goes to the whole contract (AS 45.02.612), the buyer may cancel and, whether …
AS 45.02.712 “Cover”; buyer's procurement of substitute goods.
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(a) After a breach within AS 45.02.711, the buyer may “cover” by making in good faith and without unreasonable delay a reasonable purchase of or contract to purchase goods in substitution for those due from the seller. (b) The buyer may recover from the seller as damages the diff…
AS 45.02.713 Buyer's damages for nondelivery or repudiation.
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(a) Subject to the provisions with respect to proof of market price (AS 45.02.723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with…
AS 45.02.714 Buyer's damages for breach in regard to accepted goods.
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[Repealed or reserved.]
AS 45.02.715 Buyer's incidental and consequential damages.
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(a) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses, or commissions in connection with effecting cov…
AS 45.02.716 Buyer's right to specific performance or replevin.
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(a) Specific performance may be decreed where the goods are unique or in other proper circumstances. (b) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court considers just. (c) The buyer has a…
AS 45.02.717 Deduction of damages from the price.
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The buyer on notifying the seller of the intention to do so may deduct all or any part of the damages resulting from a breach of the contract from any part of the price still due under the same contract.
AS 45.02.718 Liquidation or limitation of damages; deposits.
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(a) Damages for breach by either party may be liquidated in the agreement but only at an amount that is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtainin…
AS 45.02.719 Contractual modification or limitation of remedy.
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(a) Subject to (b) and (c) of this section and AS 45.02.718 on liquidation and limitation of damages, (1) the agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under th…
AS 45.02.720 Effect of cancellation or rescission on claims for antecedent breach.
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Unless the contrary intention clearly appears, expressions of cancellation or rescission of the contract or the like shall not be construed as a renunciation or discharge of a claim in damages for an antecedent breach.
AS 45.02.721 Remedies for fraud.
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Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods bars or is inconsistent with a claim for damages…
AS 45.02.722 Who can sue third parties for injury to goods.
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If a third party so deals with goods that have been identified to a contract for sale as to cause actionable injury to a party to that contract, (1) a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a …
AS 45.02.723 Proof of market price; time and place.
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(a) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, damages based on market price (AS 45.02.708 or 45.02.713) shall be determined according to the price of the goods prevailing at the time the…
AS 45.02.724 Admissibility of market quotations.
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When the prevailing price or value of goods regularly bought and sold in an established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of the market are admissible in…
AS 45.02.725 Statute of limitations in contracts for sale.
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(a) An action for breach of a contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it. (b) A cause of action accrues when…
AS 45.03.101 Short title.
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This chapter may be cited as the Uniform Commercial Code — Negotiable Instruments.
AS 45.03.102 Subject matter.
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(a) This chapter applies to negotiable instruments. It does not apply to money or to securities governed by AS 45.08. (b) If there is conflict between this chapter and AS 45.04 or AS 45.29, AS 45.04 and AS 45.29 govern. (c) Regulations of the Board of Governors of the Federal Res…
AS 45.03.103 Definitions.
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(a) In this chapter, (1) “acceptor” means a drawee who has accepted a draft; (2) “drawee” means a person ordered in a draft to make payment; (3) “drawer” means a person who signs or is identified in a draft as a person ordering payment; (4) [Repealed, § 113 ch 44 SLA 2009.] (5) “…
AS 45.03.104 Negotiable instrument.
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(a) Except as provided in (c) — (d) of this section, “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if the unconditional promise or order (1) is payable t…
AS 45.03.105 Issue of instrument.
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(a) “Issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person. (b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the …
AS 45.03.106 Unconditional promise or order.
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(a) Except as provided in this section, for the purposes of AS 45.03.104(a), a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another writing, or that rights or obligations with respect to…
AS 45.03.107 Instrument payable in foreign money.
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Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollar…
AS 45.03.108 Payable on demand or at definite time.
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(a) A promise or order is payable on demand if it (1) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder; or (2) does not state a time of payment. (b) A promise or order is payable at a definite time if it is payab…
AS 45.03.109 Payable to bearer or to order.
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(a) A promise or order is payable to bearer if it (1) states that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment; (2) does not state a payee; or (3) states that it is payable to…
AS 45.03.110 Identification of person to whom instrument is payable.
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(a) The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or on the behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if tha…
AS 45.03.111 Place of payment.
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Except as otherwise provided for items in AS 45.04, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the p…
AS 45.03.112 Interest.
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(a) Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument. (b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be …
AS 45.03.113 Date of instrument.
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(a) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after the date. Except as provided in AS 45.04.401(c), an instrument payable on demand is not payable before the date of the instrument. …
AS 45.03.114 Contradictory terms of instrument.
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If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.
AS 45.03.115 Incomplete instrument.
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(a) “Incomplete instrument” means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers. (b) Subject to (c) of this section…
AS 45.03.116 Joint and several liability; contribution.
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(a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign. (…
AS 45.03.117 Other agreements affecting instrument.
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Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce t…
AS 45.03.118 Statute of limitations.
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(a) Except as provided in (e) of this section, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the ac…
AS 45.03.119 Notice of right to defend action.
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In an action for breach of an obligation for which a third person is answerable over under this chapter or AS 45.04, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerabl…