Title 11 — Commercial Code

0 chapters · 563 sections in this title.

563 sectionsFiltered byTitle 11

O.C.G.A. § 11-1-101 Short titles
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(a) This Title 11 shall be known as and may be cited as the “Uniform Commercial Code.” (b) This article shall be known as and may be cited as the “Uniform Commercial Code — General Provisions.”
O.C.G.A. § 11-1-102 Scope of article
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This article shall apply to a transaction to the extent that it is governed by another article of this title. tive January 1, 2016, redesignated former Code Section 11-1-102 as present Code Section 11-1-103. History. Code 1981, § 11-1-102, enacted by Ga. L. 2015, p. 996, § 3A-1/S…
O.C.G.A. § 11-1-103 Implicit repeal
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Construction against, §11-1-104. Reasonable time, §11-1-205. Relation of article to electronic signatures in global and national commerce act, §11-1-108. Remedies to be liberally administered, §11-1-305. Seasonably, §11-1-205. Section captions, §11-1-107. Severability of provisio…
O.C.G.A. § 11-1-104 Construction against implicit repeal
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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being a general act intended as a uniﬁed coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. History. Code 1933, § 109A-1-104, enacted by Ga. L. 1962, p. 156, §…
O.C.G.A. § 11-1-105 Applicable law
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Supplementary general principles of law, §11-1-103. Captions of sections. Construction, §11-1-107. Citation of title. Short title, §11-1-101. Claims under code. Waiver of renunciation of claim after breach, §11-1-306. Deﬁnitions, §11-1-201. Course of dealing, §11-1-303. Course of…
O.C.G.A. § 11-1-106 Use of singular and plural; gender
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In this title unless the statutory context otherwise requires: (1) Words in the singular number include the plural, and words in the plural include the singular; and (2) Words of any gender also refer to any other gender. History. Code 1933, § 109A-1-106, enacted by Ga. L. 1962, …
O.C.G.A. § 11-1-107 Section captions
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Section captions are parts of this title. History. Code 1933, § 109A-1-107, enacted by Ga. L. 1962, p. 156, § 1; Ga. L. 2015, p. 996, § 3A-1/SB 65.
O.C.G.A. § 11-1-108 Relation to Electronic Signatures in Global and National Commerce Act
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This article modiﬁes, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et seq., but shall not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Section 7001(c), or authorize electronic delivery o…
O.C.G.A. § 11-1-109 Short titles
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Scope of article. Rules of construction to promote purposes and policies; applicability of supplemental principles of law. Construction against implicit repeal. Severability. Use of singular and plural; gender. Section captions. Relation to Electronic Signatures in Global and Nat…
O.C.G.A. § 11-1-201 General deﬁnitions
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(a) Unless the context otherwise requires, words or phrases deﬁned in this Code section, or in the additional deﬁnitions contained in other articles of this title that apply to particular articles or parts thereof, have the meanings stated. (b) Subject to additional deﬁnitions co…
O.C.G.A. § 11-1-202 Notice; knowledge
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(a) Subject to subsection (f) of this Code section, 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 t…
O.C.G.A. § 11-1-203 Lease distinguished from security interest
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(a) Whether a transaction in the form of a lease creates a 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 to the lessor for the right to possession and …
O.C.G.A. § 11-1-204 Value
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Except as otherwise provided in Articles 3, 4, 5, and 6 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 …
O.C.G.A. § 11-1-205 Reasonable time; seasonableness
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(a) Whether a time for taking any action required by this title is reasonable depends on the nature, purpose, and circumstances of such action. 30 11-1-206 (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 rea…
O.C.G.A. § 11-1-206 Presumptions
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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 31 11-1-209 existence of the fact presumed unless and until evidence is introduced that supports a ﬁnding of its nonexistence. History. Code 1…
O.C.G.A. § 11-1-301 Territorial applicability; parties’ power to choose applicable law
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(a) Except as otherwise provided in this Code 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. (…
O.C.G.A. § 11-1-302 Variation by agreement
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(a) Except as otherwise provided in subsection (b) of this Code 33 11-1-303 section 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 n…
O.C.G.A. § 11-1-303 Good faith obligation, §11-1-304
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989 INDEX COMMERCIAL CODE —Cont’d General provisions —Cont’d Territorial applicability and general rules —Cont’d Obligations not subject to disclaimer by agreement, §11-1-302. Remedies to be liberally administered, §11-1-305. Reservation of rights, performance or acceptance under…
O.C.G.A. § 11-1-304 Obligation of good faith
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Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement. History. Code 1981, § 11-1-304, enacted by Ga. L. 2015, p. 996, § 3A-1/SB 65. 11-1-305. Remedies to be liberally administered.
O.C.G.A. § 11-1-305 Funds transfers
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Failure of beneﬁciary’s bank to pay, §11-4A-404. Late or improper execution or failure to execute payment orders, §11-4A-305. Sales under UCC, §11-2-715. Buyer’s damages for breach in regard to accepted goods, §11-2-714. Buyer’s damages for nondelivery or repudiation, §11-2-713. …
O.C.G.A. § 11-1-306 Waiver or renunciation of claim or right after breach
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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. History. Code 1981, § 11-1-306, enacted by Ga. L. 2015, p. 996, § 3A-1/SB 65. 11-1-307. Prima-facie eviden…
O.C.G.A. § 11-1-307 Prima-facie evidence by third party documents
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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 shall be prima-facie evidence of…
O.C.G.A. § 11-1-308 General deﬁnitions
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Notice; knowledge. Lease distinguished from security interest. 11-1-309. 11-1-310.
O.C.G.A. § 11-1-309 Option to accelerate at will
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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 shall be construed to mean that the party shal…
O.C.G.A. § 11-1-310 Acceleration at will
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Options, §11-1-309. Acceptance under reservation of rights, §11-1-308. Applicability of article, §11-1-102. Severability of provisions, §11-1-105. 1073 INDEX UNIFORM COMMERCIAL CODE —Cont’d General provisions —Cont’d Applicable law. Supplementary general principles of law, §11-1-…
O.C.G.A. § 11-2-101 Short title
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This article shall be known and may be cited as “Uniform Commercial Code — Sales.” History. Code 1933, § 109A-2-101, enacted by Ga. L. 1962, p. 156, § 1.
O.C.G.A. § 11-2-102 Scope; certain security and other transactions excluded from this article
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Unless the context otherwise requires, this article 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 article i…
O.C.G.A. § 11-2-103 Deﬁnitions and index of deﬁnitions
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(1) In this article unless the context otherwise requires: (a) “Buyer” means a person who buys or contracts to buy goods. (b) Reserved. (c) “Receipt” of goods means taking physical possession of them. (d) “Seller” means a person who sells or contracts to sell goods. (2) Other deﬁ…
O.C.G.A. § 11-2-105 Harris v
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Hine, 232 Ga. 183, 50 11-2-105 205 S.E.2d 847, 1974 Ga. LEXIS 900 (1974). Sale of horse for recreational use. — Transaction for purchase of a horse, apparently for recreational use, while possibly a casual sale, nevertheless, is provided for in the Uniform Commercial Code and is …
O.C.G.A. § 11-2-107 Replevin
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Contracts for sale of goods. Buyer’s right to replevin, §11-2-716. Speciﬁc performance. Contracts for sale of goods. Buyer’s right to speciﬁc performance, §11-2-716. Statute of frauds. Contracts, §§11-2-201, 11-2-209. Statute of limitations. Contracts for sale of goods. Breach of…
O.C.G.A. § 11-2-201 Jem Patents, Inc
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v. Frost, 147 Ga. App. 839, 250 S.E.2d 547, 1978 Ga. App. LEXIS 2972 (1978). Complete signature of seller is not necessary to constitute authentication. Troutt v. Nash AMC/Jeep, Inc., 157 Ga. App. 399, 278 S.E.2d 54, 1981 Ga. App. LEXIS 1838 (1981). 58 Where the seller does not s…
O.C.G.A. § 11-2-202 Final written expression; parol or extrinsic evidence
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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 p…
O.C.G.A. § 11-2-203 Seals inoperative
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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. History. Code 1933, § 109A-2-203, ena…
O.C.G.A. § 11-2-204 Formation in general
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(1) 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. (2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its m…
O.C.G.A. § 11-2-205 Firm offers
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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…
O.C.G.A. § 11-2-206 Offer and acceptance in formation of contract
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(1) Unless otherwise unambiguously indicated by the language or circumstances: (a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; (b) An order or other offer to buy goods for prompt or current…
O.C.G.A. § 11-2-207 Additional terms in acceptance or conﬁrmation
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(1) 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 conditiona…
O.C.G.A. § 11-2-209 Modiﬁcation, rescission, and waiver
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(1) An agreement modifying a contract within this article needs no consideration to be binding. (2) 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 …
O.C.G.A. § 11-2-210 Formal requirements; statute of frauds
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Final written expression; parol or extrinsic evidence. Seals inoperative. Formation in general. Firm offers. Offer and acceptance in formation of contract. Additional terms in acceptance or conﬁrmation. [Reserved] Course of performance or practical construction. Modiﬁcation, resc…
O.C.G.A. § 11-2-301 General obligations of parties
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The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract. History. Code 1933, § 109A-2-301, enacted by Ga. L. 1962, p. 156, § 1.
O.C.G.A. § 11-2-302 Unconscionable contract or clause
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(1) If the court as a matter of law ﬁnds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so li…
O.C.G.A. § 11-2-303 Allocation or division of risks
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Where this article allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden. History. Code 1933, § 109A-2 — 303, enacted by Ga. L. 1962, p. 156, § 1.
O.C.G.A. § 11-2-304 Price payable in money, goods, realty, or otherwise
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(1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he is to transfer. (2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the selle…
O.C.G.A. § 11-2-305 Open price term
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(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if: (a) Nothing is said as to price; or (b) The price is left to be agreed by the parties and they fail…
O.C.G.A. § 11-2-306 Output, requirements, and exclusive dealings
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(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated esti…
O.C.G.A. § 11-2-307 Delivery in single lot or several lots
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Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be de…
O.C.G.A. § 11-2-308 Refusal of delivery
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Buyer’s remedies. Enumerated, §11-2-711. Seller’s remedies on discovery of buyer’s insolvency, §11-2-702. Reservation. Authority to ship under reservation, §11-2-310. Risk of loss. Absence of breach, §11-2-509. Effect of breach, §11-2-510. Sale on approval transactions, §§11-2-32…
O.C.G.A. § 11-2-309 Notice of termination, §11-2-309
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Termination deﬁned, §11-2-106. Third parties. Sale of goods. Warranties. Third party beneﬁciaries, §11-2-318. Who can sue third parties for injury to goods, §11-2-722. Title. Sale of goods. Warranty of title, §11-2-312. Trees and timber. Sales. Applicability of sales chapter of c…
O.C.G.A. § 11-2-311 Options and cooperation respecting performance
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(1) An agreement for sale which is otherwise sufficiently deﬁnite (subsection (3) of Code Section 11-2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be speciﬁed by one of the parties. Any such speciﬁcation must be made in good …
O.C.G.A. § 11-2-312 PAY ANY BANK
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Items endorsed, §11-4-201. PERFECTION OF SECURITY INTERESTS. Accessions, §11-9-335. Agricultural liens. Filing to protect, §11-9-310. Financing statements. Filed statement containing incorrect information, §11-9-338. Interests that take priority over, §11-9-317. Law governing, §1…