Title 4, Business and Commercial Law

If any provision or clause of this subtitle or its application thereof to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the subtitle which can be given effect without the invalid provision or application, and to th…

(1) In this subtitle, 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. (1) Words in the singular number include the plural,…

Section captions are part of this subtitle.

This subtitle modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., except that nothing in this subtitle modifies, limits, or supersedes 15 U.S.C. § 7001(c) or authorizes electronic delivery of any of the…

(a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of this subtitle that apply to particular chapters or parts thereof, have the meanings stated. (b) Subject to definitions contained in…

(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. …

(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…

(1) Except as otherwise provided in Chapters 3, 4, 5, and 12, 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 a c…

(a) Whether a time for taking an action required by this subtitle 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 subtitle 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.

(1) Except as 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. Failing such ag…

(a) Except as otherwise provided in subsection (b) or elsewhere in this subtitle, the effect of provisions of this subtitle may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by this subtitle may not be disclaimed by agre…

(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 subtitle imposes an obligation of good faith in its performance and enforcement.

(a) The remedies provided by this subtitle 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 specificall…

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 a signed 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 thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are s…

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. Subordinati…