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a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.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

This division shall be known and may be cited as Uniform Commercial Code--Sales.

Certain Security and Other Transactions Excluded From This Division. Unless the context otherwise requires, this division 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 inte…

(1) In this division unless the context otherwise requires: (a) Buyer means a person who buys or contracts to buy goods. (b) Good faith in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair deal- ing in the trade. (c) Receip…

Agency. (1) Merchant means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment o…

Commercial Unit. (1) Goods means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Division 8) and things in action. Goods also…

Present Sale; Conforming to Contract Termination; Cancellation. (1) In this division unless the context otherwise requires contract and agreement are limited to those relating to the present or future sale of goods. Contract for sale includes both a present sale of goods and a co…

(1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this division if they are to be severed by the seller but until severance a purported present sale ther…

(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed…

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…

(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…

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 revoca- ble, for lack of consideration, during the time stated or if no time is stated COL120106 for a reasonable time, but in no event may such per…

(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 …

(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 conditio…

(1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to…

(1) An agreement modifying a contract within this division 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 requireme…

(1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation or performance relieves the party delegating of any…

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.

(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 COL120106 of the contract without the unconscionable clause, or i…

Where this division allocates a risk or a burden as between the parties Aunless otherwise agreed,@ the agreement may not only shift the allocation but may also divide the risk or burden.

(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…

(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 …

(1) A term which measure 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 estim…

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…

Agreed. (a) The place for delivery of goods is the seller's place of business or if he has none his residence; but COL120106 (b) In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the …

(1) The time for shipment or delivery or any other action under a contract if not provided in this division or agreed upon shall be a reasonable time. (2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but u…

Ship Under Reservation Unless Otherwise Agreed. (a) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and (b) If the seller is authorized to send the goods he may ship them under reservation…

COL120106 (1) An agreement for sale which is otherwise sufficiently definite (subdivision (3) of Section 2204) 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 …

Obligation Against Infringement. (1) Subject to subdivision (2) there is in a contract for sale a warran- ty by the seller that (a) The title conveyed shall be good, and is transfer rightful; and (b) The goods shall be delivered free from any security interest or other lien or en…

Sample. (1) Express warranties by the seller are created as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affi…

(1) Unless excluded or modified (Section 2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value food or drink to be consumed either on …

Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section …

(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this division on parol or extrinsic evidence (Secti…