Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.01.101 Secs. 45.01.101 — 45.01.109. Short title, construction, application, and subject matter of act. [Repealed, § 113 ch 44 SLA 2009.]
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[Repealed or reserved.]
AS 45.01.111 Short titles.
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(a) AS 45.01 — AS 45.08, AS 45.12, AS 45.14, and AS 45.29 may be cited as the Uniform Commercial Code. (b) This chapter may be cited as the Uniform Commercial Code — General Provisions.
AS 45.01.112 Scope of chapter.
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This chapter applies to a transaction to the extent that the transaction is governed by another chapter of the code.
AS 45.01.113 Construction of code to promote its purposes and policies; applicability of supplemental principles of law.
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(a) The code shall be liberally construed and applied to promote the code's underlying purposes and policies, which are to (1) simplify, clarify, and modernize the law governing commercial transactions; (2) permit the continued expansion of commercial practices through custom, us…
AS 45.01.114 Construction against implied repeal.
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The code being a general act intended as a unified coverage of its subject matter, no part of it may be considered to be impliedly repealed by subsequent legislation if that construction can reasonably be avoided.
AS 45.01.115 Severability.
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If a provision or clause of the code or application of the clause or provision to a person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the code that can be given effect without the invalid provision or application, and, to …
AS 45.01.116 Use of singular and plural; gender.
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In the code, the rules of construction in AS 01.10.050(b) and (c) apply, unless the statutory context otherwise requires.
AS 45.01.117 Section captions.
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Notwithstanding AS 01.05.006 and 01.05.031(b)(2), section captions are part of the code.
AS 45.01.118 Relation to Electronic Signatures in Global and National Commerce Act.
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Article 2. General Definitions and Principles of Interpretation. The code modifies, limits, and supersedes 15 U.S.C. 7001 — 7031 (Electronic Signatures in Global and National Commerce Act) but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery…
AS 45.01.201 Secs. 45.01.201 — 45.01.208. General definitions and principles of interpretation. [Repealed, § 113 ch 44 SLA 2009.]
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[Repealed or reserved.]
AS 45.01.211 General definitions.
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(a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of the code that apply to particular chapters or articles of the code, have the meanings stated. (b) Subject to definitions contained …
AS 45.01.212 Notice; knowledge.
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(a) Subject to (f) of this section, a person has “notice” of a fact if the person (1) has actual knowledge of it; (2) has received a notice or notification of it; or (3) from all the facts and circumstances known to the person at the time in question, has reason to know that it e…
AS 45.01.213 Lease distinguished from security interest.
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(a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b) A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possessio…
AS 45.01.214 Value.
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Except as otherwise provided in AS 45.03, AS 45.04, and AS 45.05, a person gives value for rights if the person acquires them (1) in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not…
AS 45.01.215 Reasonable time; seasonableness.
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(a) Whether a time for taking an action required by the code is reasonable depends on the nature, purpose, and circumstances of the action. (b) An action is taken seasonably if it is taken at or within the time agreed on or, if no time is agreed on, at or within a reasonable time…
AS 45.01.216 Presumptions.
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Article 3. Territorial Applicability and General Rules. Whenever the code creates a presumption with respect to a fact, or provides that a fact is presumed, the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of th…
AS 45.01.301 Territorial applicability; parties' power to choose applicable law.
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(a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law of this state or of the other state or nation shall govern the parties' rights and duties. (b) In…
AS 45.01.302 Variation by agreement.
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(a) Except as otherwise provided in (b) of this section or elsewhere in the code, the effect of provisions of the code may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by the code may not be disclaimed by agreement. The…
AS 45.01.303 Course of performance, course of dealing, and usage of trade.
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(a) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if the (1) agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and (2) other party, with knowledge of th…
AS 45.01.304 Obligation of good faith.
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Every contract or duty within the code imposes an obligation of good faith in its performance and enforcement.
AS 45.01.305 Remedies to be liberally administered.
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(a) The remedies provided by the code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed, but neither consequential or special damages nor penal damages may be had except as specifically pr…
AS 45.01.306 Waiver or renunciation of claim or right after breach.
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A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.
AS 45.01.307 Prima facie evidence by third-party documents.
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A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or another document authorized or required by the contract to be issued by a third party is prima facie evidence of its o…
AS 45.01.308 Performance or acceptance under reservation of rights.
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(a) A party who, with explicit reservation of rights, performs or promises performance or assents to performance in a manner demanded or offered by the other party does not by the performance, promise, or assent prejudice the rights reserved. The words, “without prejudice,” “unde…
AS 45.01.309 Option to accelerate at will.
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A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure,” or words of similar import, means that the party has power to make the a…
AS 45.01.310 Subordinated obligations.
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An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordinati…
AS 45.02.101 Short title.
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This chapter shall be known and may be cited as Uniform Commercial Code — Sales.
AS 45.02.102 Scope; certain security and other transactions excluded.
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Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to a transaction that, although in the form of an unconditional contract to sell or present sale, is intended to operate only as a security transaction, nor does this chapter i…
AS 45.02.103 Definitions and index of definitions.
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(a) In this chapter, unless the context otherwise requires, (1) “buyer” means a person who buys or contracts to buy goods; (2) [Repealed, § 113 ch 44 SLA 2009.] (3) “receipt” of goods means taking physical possession of them; (4) “seller” means a person who sells or contracts to …
AS 45.02.104 Definitions: “merchant”; “between merchants”; “financing agency.”
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(a) “Merchant” means a person who deals in goods of the kind or otherwise by occupation holds oneself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom this knowledge or skill may be attributed by the person's employment of…
AS 45.02.105 Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.”
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(a) “Goods” means all things, including specially manufactured goods, that are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (AS 45.08), and things in action. “Goods” also includes the u…
AS 45.02.106 Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”
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(a) In this chapter, unless the context otherwise requires, “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists …
AS 45.02.107 Goods to be severed from realty; recording.
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Article 2. Form, Formation, and Readjustment of Contract. (a) A contract for the sale of minerals or the like, including oil and gas, or a structure or its materials to be removed from realty is a contract for the sale of goods within this chapter if they are to be severed by the…
AS 45.02.201 Formal requirements; statute of frauds.
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(a) Except as otherwise provided in this section a contract for the sale of goods, including the sale or transfer of a boat or vessel, for the price of $500 or more is not enforceable by action or defense unless there is a writing sufficient to indicate that a contract for sale h…
AS 45.02.202 Final written expression; parol or extrinsic evidence.
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Terms with respect to which the confirmatory memoranda of the parties agree, or that are otherwise set out in a writing intended by the parties as a final expression of their agreement with respect to the terms included in the writing, may not be contradicted by evidence of a pri…
AS 45.02.203 Seals inoperative.
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The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not make the writing a sealed instrument and the law with respect to sealed instruments does not apply to the contract or offer.
AS 45.02.204 Formation in general.
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(a) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of the contract. (b) An agreement sufficient to be a contract for sale may be found even though the moment of its making is und…
AS 45.02.205 Firm offers.
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An offer by a merchant to buy or sell goods in a signed writing that by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may the period or irrevoc…
AS 45.02.206 Offer and acceptance in formation of contract.
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(a) Unless otherwise unambiguously indicated by the language or circumstances (1) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (2) an order or other offer to buy goods for prompt or current …
AS 45.02.207 Additional terms in acceptance or confirmation.
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(a) A definite and seasonable expression of acceptance or a written confirmation that is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made condition…
AS 45.02.208 Course of performance or practical construction. [Repealed, § 113 ch 44 SLA 2009.]
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[Repealed or reserved.]
AS 45.02.209 Modification, rescission, and waiver.
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(a) An agreement modifying a contract within this chapter needs no consideration to be binding. (b) A signed agreement that excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement…
AS 45.02.210 Delegation of performance; assignment of rights.
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Article 3. General Obligation and Construction of Contract. (a) A party may perform the party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contrac…
AS 45.02.301 General obligations of parties.
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The obligation of the seller is to transfer and deliver, and that of the buyer to accept and pay, in accordance with the contract.
AS 45.02.302 Unconscionable contract or clause.
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(a) If the court as a matter of law finds the contract or a clause of the contract was unconscionable at the time it was made, the court may refuse to enforce the contract, enforce the remainder of the contract without the unconscionable clause, or so limit the application of an …
AS 45.02.303 Allocation or division of risks.
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Where this chapter allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden.
AS 45.02.304 Price payable in money, goods, realty, or otherwise.
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(a) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods, each party is a seller of the goods that the party is to transfer. (b) Even though all or part of the price is payable in an interest in realty, the transfer of the goods and t…
AS 45.02.305 Open price term.
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(a) The parties if they so intend can conclude a contract for sale even though the price is not settled. In this case the price is a reasonable price at the time for delivery if (1) nothing is said as to price; (2) the price is left to be agreed by the parties and they fail to ag…
AS 45.02.306 Output, requirements, and exclusive dealings.
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(a) A term that measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to a stated estimate or, in the absence of a stated estima…
AS 45.02.307 Delivery in single lot or several lots.
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Unless otherwise agreed, all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on this tender, but, where the circumstances give either party the right to make or demand delivery in lots, the price if it can be apportioned may b…