Title 42a — Title 42a: Uniform Commercial Code

Sec. 42a-2-613. Casualty to identified goods. Where 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 arriv…

Sec. 42a-2-614. Substituted performance. (1) Where 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 commerci…

Sec. 42a-2-615. Excuse by failure of presupposed conditions. Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (a) Delay in delivery or nondelivery in whole or in part by a seller who complies with par…

Sec. 42a-2-616. Procedure on notice claiming excuse. (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospec…

Sec. 42a-2-701. Remedies for breach of collateral contracts not impaired. 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. (1959, P.A. 133, S. 2-701.)

Sec. 42a-2-702. Seller's remedies on discovery of buyer's insolvency. (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 section 42a-2-70…

Sec. 42a-2-703. Seller's remedies in general. 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 bre…

Sec. 42a-2-704. Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods. (1) An aggrieved seller under section 42a-2-703 may (a) identify to the contract conforming goods not already identified if at the time he learned of the breach…

Sec. 42a-2-705. Seller's stoppage of delivery in transit or otherwise. (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 as provided in section 42a-2-702 and may stop delivery of carload, truckload…

Sec. 42a-2-706. Seller's resale including contract for resale. (1) Under the conditions stated in section 42a-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 rea…

Sec. 42a-2-707. “Person in the position of a seller”. (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 othe…

Sec. 42a-2-708. Seller's damages for nonacceptance or repudiation. (1) Subject to subsection (2) and to the provisions of section 42a-2-723 with respect to proof of market price, the measure of damages for nonacceptance or repudiation by the buyer is the difference between the ma…

Sec. 42a-2-709. Action for the price. (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section 42a-2-710, the price (a) of goods accepted or of conforming goods lost or damaged within a commercially rea…

Sec. 42a-2-710. Seller's incidental damages. 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…

Sec. 42a-2-711. Buyer's remedies in general; buyer's security interest in rejected goods. (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 w…

Sec. 42a-2-712. “Cover”; buyer's procurement of substitute goods. (1) After a breach within the preceding section 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 fr…

Sec. 42a-2-713. Buyer's damages for nondelivery or repudiation. (1) Subject to the provisions of section 42a-2-723 with respect to proof of market price, the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time whe…

Sec. 42a-2-714. Buyer's damages for breach in regard to accepted goods. (1) Where the buyer has accepted goods and given notification as provided in subsection (3) of section 42a-2-607 he may recover as damages for any nonconformity of tender the loss resulting in the ordinary co…

Sec. 42a-2-715. Buyer's incidental and consequential damages. (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 charg…

Sec. 42a-2-716. Buyer's right to specific performance or replevin. (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, damage…

Sec. 42a-2-717. Deduction of damages from the price. 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. (1959, P.A. 133, S. 2…

Sec. 42a-2-718. Liquidation or limitation of damages; deposits. (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 lo…

Sec. 42a-2-719. Contractual modification or limitation of remedy. (1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages, (a) the agreement may provide for remedies in addition to or in substi…

Sec. 42a-2-720. Effect of “cancellation” or “rescission” on claims for antecedent breach. 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…

Sec. 42a-2-721. Remedies for fraud. 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…

Sec. 42a-2-722. Who can sue third parties for injury to goods. 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 t…

Sec. 42a-2-723. Proof of market price; time and place. (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 as provided in section 42a-2-708 or 42a-2-713 shall…

Sec. 42a-2-724. Admissibility of market quotations. 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 circula…

Sec. 42a-2-725. Statute of limitations in contracts for sale. (1) An action for breach of any 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 on…

Sec. 42a-2A-101. Short title: Uniform Commercial Code–Leases. This article may be cited as “Uniform Commercial Code–Leases”. (P.A. 02-131, S. 1.)

Sec. 42a-2A-102. Definitions and index of definitions. (a) In this article: (1) “Authenticate” means: (A) To sign; or (B) To execute or otherwise adopt a symbol, or encrypt or similarly process a record in whole or in part, with the present intent of the authenticating person to …

Sec. 42a-2A-103. Scope. This article applies to any transaction regardless of form which creates a lease. (P.A. 02-131, S. 3.)

Sec. 42a-2A-104. Transactions subject to other law. (a) A transaction subject to this article is also subject to: (1) Any certificate of title statute covering automobiles, trailers, mobile homes, boats, farm tractors or the like, including chapters 247, 282 and 283 and sections …

Sec. 42a-2A-105. Territorial application of article to goods covered by certificate of title. (a) This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title law the goods are co…

Sec. 42a-2A-106. Limitation on power of parties to consumer lease to choose applicable law or judicial forum. (a) A choice-of-law term in a consumer lease contract is not enforceable if the law chosen is that of a jurisdiction other than one in which the lessee resides at the tim…

Sec. 42a-2A-107. Unconscionability. (a) If a court as a matter of law finds a lease contract or any term thereof to have been unconscionable at the time it was made, the court may refuse to enforce the contract, enforce the remainder of the contract without the unconscionable ter…

Sec. 42a-2A-108. Option to accelerate at will. (a) A term in a lease agreement providing that one party or the 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”, o…

Sec. 42a-2A-109. Effect of agreement; questions determined by court. (a) Unless a section in this article otherwise provides, the effect of any provision of this article may be varied by agreement. (b) The presence of mandatory language, such as “must” or “shall”, or the absence …

Sec. 42a-2A-201. Formal requirements. (a) Except as otherwise provided in this section, 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 tha…

Sec. 42a-2A-202. Parol or extrinsic evidence. (a) Terms on which the confirmatory records of the parties agree, or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to the included terms, may not be contradicte…

Sec. 42a-2A-203. Formation in general. (a) A lease contract may be made in any manner sufficient to show agreement, including by offer and acceptance, conduct of both parties which recognizes the existence of a lease contract or the interaction of electronic agents. (b) If the pa…

Sec. 42a-2A-204. Firm offers. An offer by a merchant to enter into a lease contract made in an authenticated record that by its terms gives assurance that the offer will be held open is not revocable for lack of consideration during the time stated. If a time is not stated, the o…

Sec. 42a-2A-205. Offer and acceptance. (a) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable under the circumstances. (b) If the beginnin…

Sec. 42a-2A-206. Electronic contracting; formation. Except as otherwise provided in sections 42a-2A-207 to 42a-2A-210, inclusive, the following rules apply: (1) A lease contract may be formed by the interaction of electronic agents. If the interaction resulting from the electroni…

Sec. 42a-2A-207. Legal recognition of electronic records and authentications. (a) A record or authentication may not be denied legal effect or enforceability solely because it is in electronic form. (b) This article does not require that a record or authentication be generated, s…

Sec. 42a-2A-208. Attribution. An electronic record is attributed to a person if it was the act of the person or such person's electronic agent, or if the person is otherwise bound by it under the law of agency. The party relying on attribution of an electronic record to another p…

Sec. 42a-2A-209. Contract formation; electronic record. (a) Except as otherwise provided in subsection (b) of this section, an electronic record is effective when received, even if no other person is aware of its receipt. (b) If an offer in an electronic message evokes an electro…

Sec. 42a-2A-210. Contract formation; electronic agents. (a) A person that uses an electronic agent for authentication, agreement or performance is bound by the operations of the electronic agent even if no person was aware of or reviewed the electronic agent's actions or the resu…

Sec. 42a-2A-301. Course of performance or practical construction. Section 42a-2A-301 is repealed, effective October 1, 2005. (P.A. 02-131, S. 20; P.A. 05-109, S. 56.)

Sec. 42a-2A-302. Modification, rescission and waiver. (a) An agreement made in good faith modifying a lease contract needs no consideration to be binding. (b) An authenticated record containing a term that prohibits modification or rescission except by an authenticated record may…