Title 47, Uniform Commercial Code

A. This title may be cited as the uniform commercial code. B. This chapter may be cited as uniform commercial code - general provisions.

This chapter applies to a transaction to the extent that it is governed by another chapter of this title.

A. This title must be liberally construed and applied to promote its underlying purposes and policies, which are: 1. To simplify, clarify and modernize the law governing commercial transactions; 2. To permit the continued expansion of commercial practices through custom, usage an…

This title being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.

If any provision or clause of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this title that can be given effect without the invalid provision or application and to this end the provi…

In this title, unless the statutory context otherwise requires: 1. Words in the singular number include the plural and those in the plural include the singular; and 2. Words of any gender also refer to any other gender.

Section captions are part of this title.

This chapter modifies, limits and supersedes the federal electronic signatures in global and national commerce act (P.L. 106-229; 114 Stat. 464; 15 United States Code sections 7001 through 7006, section 7021 and section 7031) but does not modify, limit or supersede section 101(c)…

A. Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of this title that apply to particular chapters or parts thereof, have the meanings stated. B. Subject to definitions contained in othe…

A. Subject to subsection F, 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 exists. B. …

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 possession …

Except as otherwise provided in chapters 3, 4 and 5 of this title, 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 no…

A. Whether a time for taking an action required by this title 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 or, if no time is agreed, at or within a reasonable time.

Whenever this title 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 its nonexistence.

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 either of this state or of such other state or nation shall govern their rights and duties. B. In …

A. Except as otherwise provided in subsection B or elsewhere in this title, the effect of provisions of this title may be varied by agreement. B. The obligations of good faith, diligence, reasonableness and care prescribed by this title may not be disclaimed by agreement. The par…

A. A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if: 1. The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and 2. The other party, with knowledge of …

Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.

A. The remedies provided by this title 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…

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.

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 any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its …

A. A party that 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 prejudice the rights reserved. Such words as "without prejudice", “under protest" or the like are sufficient.…

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 do so only…

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. Subordinatio…

This chapter shall be known and may be cited as the uniform commercial code - - sales.

Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which 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…

A. In this chapter, unless the context otherwise requires: 1. "Buyer" means a person who buys or contracts to buy goods. 2. "Good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade. 3. "Receipt…

A. "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an ag…

A. "Goods" means all things (including specially manufactured goods) which 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 (chapter 8 of this title) and things in action. "Goods" also …

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 i…

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 seller but until severance a purported present sale thereo…

This chapter shall be known and may be cited as the uniform commercial code-leases.

This chapter applies to any transaction, regardless of form, that creates a lease.

A. In this chapter, unless the context otherwise requires: 1. "Buyer in ordinary course of business" means a person who in good faith and without knowledge that the sale to him is in violation of the ownership rights or security interest or leasehold interest of a third party in …

A. A lease, although subject to this chapter, is also subject to any applicable: 1. Certificate of title statute of this state; 2. Certificate of title statute of another jurisdiction (Section 47-2A105); or 3. Consumer protection statute of this state, or final consumer protectio…

Subject to the provisions of section 47-2A304, subsection C and section 47-2A305, subsection C, with respect to goods covered by a certificate of title issued under a statute of this state or of another jurisdiction, compliance and the effect of compliance or noncompliance with a…

A. If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within thirty days thereafter or in which the goods are to be used, the choice is not enf…

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.

A. If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable cla…

A. A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he deems himself insecure" or in words of similar import must be construed to mean that he has power to do so on…

A. Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the pa…

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any…

The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.

A. A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. B. An agreement sufficient to constitute a contract for sale may be found even though the moment of its mak…

An offer by a merchant to buy or sell goods in a signed writing which 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 such period of irrev…

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 sh…

A. A definite and seasonable expression of acceptance or a written confirmation which 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…

A. An agreement modifying a contract within this chapter needs no consideration to be binding. B. A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement …

A. A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any …

A. A lease contract is not enforceable by way of action or defense unless: 1. The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars; or 2. There is a writing, signed by the party against whom enf…