Title 4, Uniform Commercial Code
0 chapters · 527 sections in this title.
Colo. Rev. Stat. § 4-2-616 Procedure on notice claiming excuse
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(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under section 4-2-615, he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the who…
Colo. Rev. Stat. § 4-2-701 Remedies for breach of collateral contracts not impaired
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Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article. Source: L. 65: p. 1334, � 1. C.R.S. 1963: � 155-2-701.
Colo. Rev. Stat. § 4-2-702 Seller's remedies on discovery of buyer's insolvency
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(1) Where the seller discovers the buyer to be insolvent, he may refuse delivery except for cash, including payment for all goods theretofore delivered under the contract, and stop delivery under this article (section 4-2-705). (2) Where the seller discovers that the buyer has re…
Colo. Rev. Stat. § 4-2-703 Seller's remedies in general
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Where 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 any goods directly affected and, if the breach is of the whole contract (section 4-2-612)…
Colo. Rev. Stat. § 4-2-704 Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods
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(1) An aggrieved seller under section 4-2-703 may: (a) Identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control; (b) Treat as the subject of resale goods which have demonstrably been intended fo…
Colo. Rev. Stat. § 4-2-705 Seller's stoppage of delivery in transit or otherwise
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(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (section 4-2-702), and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight when the buyer repudiates or f…
Colo. Rev. Stat. § 4-2-706 Seller's resale including contract for resale
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(1) Under the conditions stated in section 4-2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the …
Colo. Rev. Stat. § 4-2-707 Person in the position of a seller
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(1) 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 his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller. (2) A pers…
Colo. Rev. Stat. § 4-2-708 Seller's damages for nonacceptance or repudiation
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(1) Subject to subsection (2) of this section and to the provisions of this article with respect to proof of market price (section 4-2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for t…
Colo. Rev. Stat. § 4-2-709 Action for the price
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(1) When the buyer fails to pay the price as it becomes due, the seller may recover, together with any incidental damages under section 4-2-710, the price: (a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss …
Colo. Rev. Stat. § 4-2-710 Seller's incidental damages
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Incidental damages to an aggrieved seller include any 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 otherwis…
Colo. Rev. Stat. § 4-2-711 Buyer’s remedies in general - buyer’s security interest in rejected goods
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(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance, then, with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (section 4-2-612), the buyer may cancel, a…
Colo. Rev. Stat. § 4-2-712 Cover - buyer's procurement of substitute goods
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(1) After a breach within section 4-2-711, the buyer may cover by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller. (2) The buyer may recover from the seller as damages the d…
Colo. Rev. Stat. § 4-2-713 Buyer's damages for nondelivery or repudiation
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(1) Subject to the provisions of this article with respect to proof of market price (section 4-2-723), 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 …
Colo. Rev. Stat. § 4-2-714 Buyer's damages for breach in regard to accepted goods
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(1) Where the buyer has accepted goods and given notification (subsection (3) of section 4-2-607), he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonabl…
Colo. Rev. Stat. § 4-2-715 Buyer's incidental and consequential damages
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(1) 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…
Colo. Rev. Stat. § 4-2-716 Buyer's right to specific performance or replevin
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(1) Specific performance may be decreed where the goods are unique or in other proper circumstances. (2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just. (3) The buyer has a …
Colo. Rev. Stat. § 4-2-717 Deduction of damages from the price
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The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract. Source: L. 65: p. 1341, � 1. C.R.S. 1963: � 155-2-717.
Colo. Rev. Stat. § 4-2-718 Liquidation or limitation of damages - deposits
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(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which 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 obtaini…
Colo. Rev. Stat. § 4-2-719 Contractual modification or limitation of remedy
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(1) Subject to the provisions of subsections (2) and (3) of this section and of section 4-2-718 on liquidation and limitation of damages: (a) The agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or alter the mea…
Colo. Rev. Stat. § 4-2-720 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 any claim in damages for an antecedent breach.
Colo. Rev. Stat. § 4-2-721 Remedies for fraud
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Remedies for material misrepresentation or fraud include all remedies available under this article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim…
Colo. Rev. Stat. § 4-2-722 Who can sue third parties for injury to goods
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Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract: (a) 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 o…
Colo. Rev. Stat. § 4-2-723 Proof of market price - time and place
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(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (section 4-2-708 or section 4-2-713) shall be determined according to the price of such goods prevailing a…
Colo. Rev. Stat. § 4-2-724 Admissibility of market quotations
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Whenever the prevailing price or value of any goods regularly bought and sold in any 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 such market shall b…
Colo. Rev. Stat. § 4-2-725 Statute of limitations in contracts for sale
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(1) An action for breach of any contract for sale must be commenced within the time period prescribed in section 13-80-101, C.R.S. This period of limitation may not be varied by agreement of the parties. (2) A cause of action accrues when the breach occurs, regardless of the aggr…
Colo. Rev. Stat. § 4-3-101 Short title
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This article may be cited as Uniform Commercial Code -- Negotiable Instruments. Source: L. 94: Entire article R&RE, p. 839, � 1, effective January 1, 1995. Editor's note: This section is similar to former � 4-3-101 as it existed prior to 1994.
Colo. Rev. Stat. § 4-3-102 Subject matter
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(a) This article applies to negotiable instruments. It does not apply to money, to payment orders governed by article 4.5 of this title, or to securities governed by article 8 of this title. (b) If there is conflict between this article and article 4 or 9 of this title, articles …
Colo. Rev. Stat. § 4-3-103 Definitions
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(a) In this article: (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) Good faith means honesty in fact and the obse…
Colo. Rev. Stat. § 4-3-104 Negotiable instrument
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(a) Except as provided in subsections (c) and (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 it: (1) Is payable to bearer or to orde…
Colo. Rev. Stat. § 4-3-105 Issue of instrument
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(a) Issue means: (1) 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; or (2) If agreed by the payee, the first transmission by the drawer to the payee of an image of an …
Colo. Rev. Stat. § 4-3-106 Unconditional promise or order
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(a) Except as provided in this section, for the purposes of section 4-3-104 (a), a promise or order is unconditional unless it states (i) an express condition to payment, (ii) that the promise or order is subject to or governed by another writing, or (iii) that rights or obligati…
Colo. Rev. Stat. § 4-3-107 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…
Colo. Rev. Stat. § 4-3-108 Payable on demand or at definite time
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(a) A promise or order is payable on demand if it (i) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or (ii) does not state any time of payment. (b) A promise or order is payable at a definite time if it is pa…
Colo. Rev. Stat. § 4-3-109 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 t…
Colo. Rev. Stat. § 4-3-110 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 behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that perso…
Colo. Rev. Stat. § 4-3-111 Place of payment
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Except as otherwise provided for items in article 4 of this title, 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 i…
Colo. Rev. Stat. § 4-3-112 Interest
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(a) Unless otherwise provided in the instrument, (i) an instrument is not payable with interest, and (ii) 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 i…
Colo. Rev. Stat. § 4-3-113 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 date. Except as provided in section 4-4-401 (c), an instrument payable on demand is not payable before the date of the instrument. …
Colo. Rev. Stat. § 4-3-114 Contradictory terms of instrument
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If an instrument contains contradictory terms, type-written terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers. Source: L. 94: Entire article R&RE, p. 847, � 1, effective January 1, 1995. Editor's note: This section is similar to…
Colo. Rev. Stat. § 4-3-115 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 subsection (c) of thi…
Colo. Rev. Stat. § 4-3-116 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, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign. (…
Colo. Rev. Stat. § 4-3-117 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…
Colo. Rev. Stat. § 4-3-118 Statute of limitations
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(a) Except as provided in subsection (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 a…
Colo. Rev. Stat. § 4-3-119 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 pursuant to this article or article 4 of this title, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other pe…
Colo. Rev. Stat. § 4-3-201 Negotiation
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(a) Negotiation means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder. (b) Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiat…
Colo. Rev. Stat. § 4-3-202 Negotiation subject to rescission
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(a) Negotiation is effective even if obtained (i) from an infant, a corporation exceeding its powers, or a person without capacity, (ii) by fraud, duress, or mistake, or (iii) in breach of duty or as part of an illegal transaction. (b) To the extent permitted by other law, negoti…
Colo. Rev. Stat. § 4-3-203 Transfer of instrument; rights acquired by transfer
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(a) An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument. (b) Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transf…
Colo. Rev. Stat. § 4-3-204 Indorsement
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(a) Indorsement means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of (i) negotiating the instrument, (ii) restricting payment of the instrument, or (iii) incurring indors…
Colo. Rev. Stat. § 4-3-205 Special indorsement; blank indorsement; anomalous indorsement
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(a) If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it is a “special indorsement. ” When specially indorsed, an instrument beco…