Title 13 — Uniform Commercial Code

This Code shall be known and may be cited as the Uniform Commercial Code of Guam.

(1) This code shall be liberally construed and applied to promote its underlying purposes and policies. (2) Underlying purposes and policies of this code are: (a) To simplify, clarify and modernize the law governing commercial transactions; (b) To permit the continued expansion o…

Unless displaced by the particular provisions of this code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validati…

This code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.

Applicable Law. COL070307 (1) Except as provided hereafter in this section, when a transaction bears a reasonable relation to this territory and also to any state or nation the parties may agree that the law either of this territory or of such other state or nation shall govern t…

(1) The remedies provided by this code shall 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 nor penal damages may be had except as specifically provided …

Any claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.

COL070307 If any provision or clause of this code or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or application of the code which can be given effect without the invalid provision or application, and to thi…

Subject to additional definitions contained in the subsequent Divisions of this Title which are applicable to specific Divisions or Chapters thereof, and unless the context otherwise requires, in this Title: (1) Action in the sense of a judicial proceeding includes recoupment, co…

Presumptions. (1) 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 admissible as evidence of the facts stated in the…

Every contract or duty within this code imposes an obligation of good faith in its performance or enforcement.

COL070307 (1) Whenever this code requires any action to be taken within a reasonable time, any time which is not manifestly unreasonable may be fixed by agreement. (2) What is a reasonable time for taking any action depends on the nature, purpose and circumstances of such action.…

(1) A course of dealing is a sequence of previous conduct between the parties to a particular transaction which is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct. (2) A usage of trade is any practice or m…

Covered. (1) Except in the cases described in subdivision (2) of this section a contract for the sale of personal property is not enforceable by way of action or defense beyond five thousand dollars ($5,000) in amount or value of remedy unless there is some writing which indicate…

A party who 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 Awithout prejudice,@ Aunder protest@ or the like are suffici…

A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral Aat will@ or Awhen he deems himself insecure@ or in words of similar import shall be construed to mean that he shall have power to do …

An obligation may be issued as subordinated to payment of another obligation of the person obligated, or a creditor may subordinate his right to payment of an obligation by agreement with either the person obligated or another creditor of the person obligated. Such a subordinatio…

COL070307 Except as otherwise provided in Section 1202, the presumptions established by this code are presumptions affecting the burden of producing evidence. ---------- COL070307 COL070307