Title 11 — Commercial Code

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 otherwise…

(1) Subject to the provisions of this article with respect to proof of market price (Code Section 11-2-723), 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 con…

Effect of cancellation or rescission on claims, §11-2-720. Consequential damages. Buyer’s consequential damages, §11-2-715. Contractual limitations, §11-2-719.

(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…

(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 ri…

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. History. Code 1933, § 109A-2-717, enacted by Ga. L. 1962, p. 156, § 1.

(1) Damages for breach by either party may be liquidated in the 239 11-2-718 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 othe…

(1) Subject to the provisions of subsections (2) and (3) of this Code section and of Code Section 11-2-718 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 al…

Limitation of actions, §11-2-725. Notice requirements, §11-2-607. Burden of proof. Breaches with respect to accepted goods, §11-2-607. Cancellation of contract. Buyer’s remedies, §11-2-711. Seller’s remedies, §11-2-703. C. & F. terms, §§11-2-320, 11-2-321. Casualty to identified g…

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…

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 or…

(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 (Code Section 11-2-708 or Code Section 11-2-713) shall be determined according to the price of such goods …

Excludable security and other transactions, §11-2-102. Exclusive dealings, §11-2-306. Executory portion of contract. Waiver, §11-2-209. Extrinsic evidence, §11-2-202. Failure of buyer to pay. Seller’s remedies. Action for price, §11-2-709. UNIFORM COMMERCIAL CODE —Cont’d Sale of …

(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 one year but may not extend it. (2) A cause of action accrues wh…

This article shall be known and may be cited as “Uniform Commercial Code — Leases.” History. Code 1981, § 11-2A-101, enacted by Ga. L. 1993, p. 633, § 1.

This article applies to any transaction, regardless of form, that creates a lease. History. Code 1981, § 11-2A-102, enacted by Ga. L. 1993, p. 633, § 1.

(1) In this article unless the context otherwise requires: (a) “Buyer in ordinary course of business” means a person who, in good faith and without knowledge that the sale to him or her is in violation of the ownership rights or security interest or leasehold interest of a third …

(1) A lease, although subject to this article, is also subject to any applicable: (a) Certificate of title statute of this State: (b) Certificate of title statute of another jurisdiction (Code Section 11-2A-105); or (c) Consumer protection statute of this State, or final consumer pr…

11-2A-106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum. 11-2A-107. Waiver or renunciation of claim or right after default. 11-2A-108. Unconscionability.

Secured transactions. Law governing perfection and priority, §§11-9-301 to 11-9-307. Statutory sections superseded in part, §11-10-103. Territorial applicability and general rules, §11-1-301. Documents of title. Electronic transactions. Conflicts between state laws regarding and a…

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. History. Code 1981, § 11-2A-107, enacted by Ga. L. 1993, p. 633,…

(1) 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…

Cover by lessor, §11-2A-518. Creditors’ special rights, §11-2A-308. Damages. Acceptance of goods. Nonacceptance. Lessor’s damages, §11-2A-528. Consequential damages, §11-2A-520. Cover by lessor. Effect, §11-2A-518. Incidental damages, §11-2A-520. Lessor’s damages, §11-2A-530. Les…

(1) A lease contract is not enforceable by way of action or defense unless: (a) The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or (b) There is a writing, signed by the party against whom enforcement is…

Terms with respect to which the confirmatory memoranda of the 265 11-2A-204 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 evi…

The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer. History. Code 1981, § 11-2A-203…

(1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract. (2) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undeterm…

An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance 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 …

(1) 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 in the circumstances. (2) If the beginning of a requested performance is a reasonab…

(1) An agreement modifying a lease contract needs no consideration to be binding. (2) A signed lease agreement that excludes modification or rescission except by a signed writing may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a f…

Termination. Effect on rights and remedies, §11-2A-505. Third parties.

(1) Express warranties by the lessor are created as follows: (a) Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the 269 11-2A-211 bargain creates an express warranty that the goods will conform to th…

Defined, §11-2A-103. Priority of certain liens arising by operation of law, §11-2A-306. Priority of liens arising by attachment or levy on, security interest in and other claims to goods, §11-2A-307. Limitation of actions. Action for default, §11-2A-506. Losses. Casualty to identi…

(1) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind. (2) Goods to be merchantable must be at least such as: (a) Pass without objection in the trade under the des…

Third-party beneficiaries, §11-2A-216. Sales, UCC, §§11-2-314, 11-2-317. IMPOSTORS. Negotiable instruments, §11-3-404. INDORSEMENTS. Bank deposits and collections. Pay any bank, §11-4-201. Document of title. Default by bailee. Indorser not liable for, §11-7-505. INSURANCE. Evidenc…

(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of Code Section 11-2A-202 on parol or extrinsic evid…

Short title, §11-2A-101. Title to goods, §11-2A-302. Infringement. Warranty against, §11-2A-211. Unconscionability, §11-2A-108. Waiver. Claims, rights after default or breach of warranty, §11-2A-107. Generally, §11-2A-208. Objections by lessee to goods, §11-2A-514. UNIFORM COMMER…

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs: (a) When the lease contract is made if the lease contract is for a lease of …

(1) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them. (2) If a lessee has an insurable interest only by reason of the lessor’s identification…

(1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee. (2) Subject to the provisions of this article on the effect of default on risk of loss (Code Section…

(1) Where risk of loss is to pass to the lessee and the time of passage is not stated: (a) If a tender or delivery of goods so fails to conform to the lease contract as to give a right of rejection, the risk of their loss remains with the lessor, or, in the case of a finance lease…

If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor or the supplier before delivery, or the goods suffer casualty before risk of loss passes to the lessee pursuant to the lease agreeme…

11-2A-302. Title to and possession of goods. 11-2A-303. Alienability of party’s interest under lease contract or of lessor’s residual interest in goods; delegation of performance; transfer of rights. 11-2A-304. Subsequent lease of goods by lessor. 11-2A-305. Sale or sublease of g…

Except as otherwise provided in this article, each provision of this article applies whether the lessor or a third party has title to the goods, and whether the lessor, the lessee, or a third party has possession of the goods, notwithstanding any statute or rule of law that posse…

Unborn young. Definition of goods, §11-2A-103. Identification, §11-2A-217. Anticipatory repudiation, §11-2A-402. Retraction, §11-2A-403. Applicability of article. Certificates of title. Territorial application of article to goods covered by certificates, §11-2A-105. Leases subject to…

(1) Subject to Section 11-2A-303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in …

(1) Subject to the provisions of Code Section 11-2A-303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the interest transferred, the leasehold interest in the goods that the lessee had or had power to transfer, and except…

If a person in the ordinary course of his business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any i…

Funds transfers. Creditor process served on receiving bank, §11-4A-502. 1047 INDEX LIENS —Cont’d Secured transactions. Generally, §§11-9-101 to 11-9-809. Warehouse, §11-7-209. Enforcement, §11-7-210. MENTAL HEALTH. Bank deposits and collections. Effect of incompetence of customer…

(1) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of possession by the lessor is fraudulent under any statute or rule of law, but retention of possession in good faith and curren…