Chapter 490 — Chapter 490

ARTICLE 1. [OLD] GENERAL PROVISIONS §§490:1-101 to 490:1-208 REPEALED. L 2004, c 162, §18. ARTICLE 1. GENERAL PROVISIONS PART 1. GENERAL PROVISIONS §490:1-101 Short title. (a) This chapter may be cited as the Uniform Commercial Code. (b) This article may be cited as Uniform Comme…

§490:1-102 Scope of article. This article applies to a transaction to the extent that it is governed by another article of this chapter. [L 2004, c 162, pt of §1]

§490:1-103 Construction of chapter to promote its purposes and policies; applicability of supplemental principles of law. (a) This chapter shall be liberally construed and applied to promote its underlying purposes and policies, which are: (b) Unless displaced by the particular p…

§490:1-104 Construction against implied repeal. This chapter being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. [L 2004, c 162, …

§490:1-105 Severability. If any provision or clause of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or applic…

§490:1-106 Use of singular and plural; gender. In this chapter, unless the statutory context otherwise requires:

§490:1-107 Section captions. Section captions are part of this chapter. [L 2004, c 162, pt of §1]

§490:1-108 Relation to Electronic Signatures in Global and National Commerce Act. This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, Title 15 United States Code section 7001 et seq., except that nothing in this art…

PART 2. GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION §490:1-201 General definitions. (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of this chapter that apply to particular …

§490:1-202 Notice; knowledge. (a) Subject to subsection (f), a person has "notice" of a fact if the person: (b) "Knowledge" means actual knowledge. "Knows" has a corresponding meaning. (c) "Discover", "learn", or words of similar import refer to knowledge rather than to reason to…

§490:1-203 Lease distinguished from security interest. (a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (e) The "remaining economic life of the goods" and "reasonably predictable" fair market rent, fair…

§490:1-204 Value. Except as otherwise provided in articles 3, 4, 5, and 12, a person gives value for rights if the person acquires them:

§490:1-205 Reasonable time; seasonableness. (a) Whether a time for taking an action required by this chapter is reasonable depends on the nature, purpose, and circumstances of the action. (b) An action is taken seasonably if it is taken at or within the time agreed or, if no time…

§490:1-206 Presumptions. Whenever this chapter creates a "presumption" with respect to a fact, or provides that a fact is "presumed", the trier of fact shall find the existence of the fact unless evidence is introduced that supports a finding of its nonexistence. [L 2004, c 162, …

PART 3. TERRITORIAL APPLICABILITY AND GENERAL RULES §490:1-301 Territorial applicability; parties' power to choose applicable law. (a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation, t…

§490:1-302 Variation by agreement. (a) Except as otherwise provided in subsection (b) or elsewhere in this chapter, the effect of provisions of this chapter may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by this chapt…

§490:1-303 Course of performance, course of dealing, and usage of trade. (a) A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if: (b) A "course of dealing" is a sequence of conduct concerning previous transactions betw…

§490:1-304 Obligation of good faith. Every contract or duty within this chapter imposes an obligation of good faith in its performance and enforcement. [L 2004, c 162, pt of §1]

§490:1-305 Remedies to be liberally administered. (a) The remedies provided by this chapter shall be liberally administered so that the aggrieved party is put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal da…

§490:1-306 Waiver or renunciation of claim or right after breach. 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 a signed record. [L 2004, c 162, pt of §1; am L 2023, c 132, §5]

§490:1-307 Prima facie evidence by third-party documents. 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…

§490:1-308 Performance or acceptance under reservation of rights. (a) A party that 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. Suc…

§490:1-309 Option to accelerate at will. 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, mea…

§490:1-310 Subordinated obligations. An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor…

ARTICLE 10. EFFECTIVE DATE AND REPEALER §490:10-101 Effective date. This chapter shall take effect on January 1, 1967. It applies to transactions entered into and events occurring on or after that date. [L 1965, c 208, §10-101; HRS §490:10-101]

§490:10-102 Specific repealer; provision for transition. (1) The following acts and all other acts and parts of acts inconsistent herewith are hereby repealed: Chapter 172, Part IV, Revised Laws of Hawaii 1955, The Uniform Stock Transfer Act (modified) Chapter 187, Revised Laws o…

ARTICLE 11. EFFECTIVE DATE AND TRANSITION PROVISIONS--1978 AMENDATORY ACT §490:11-101 Effective date. This Act shall become effective at 12:01 A.M. on July 1, 1979. [L 1978, c 155, pt of §1(34)]

§490:11-106 Required refilings. (1) If a security interest is perfected or has priority when this Act takes effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priori…

ARTICLE 2. SALES PART 1. SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER §490:2-101 Short title. This article shall be known and may be cited as Uniform Commercial Code--Sales. [L 1965, c 208, §2-101; HRS §490:2-101]

§490:2-103 Definitions and index of definitions. (1) In this article unless the context otherwise requires: (2) Other definitions applying to this article or to specified parts thereof, and the sections in which they appear are: "Acceptance". Section 490:2-606. "Banker's credit".…

§490:2-104 Definitions: "merchant"; "between merchants"; "financing 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 o…

§490:2-105 Definitions: transferability; "goods"; "future" goods; "lot"; "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…

§490:2-106 Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation"; "hybrid transaction". (1) In this article unless the context otherwise requires "contract" and "agreement" are limited to those r…

§490:2-107 Goods to be severed from realty: recording. (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 article if they are to be severed by the se…

PART 2. FORM, FORMATION AND READJUSTMENT OF CONTRACT §490:2-201 Formal requirements; statute of frauds. (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 …

§490:2-202 Final expression: parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are inc…

§490:2-203 Seals inoperative. The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer. [L 1965, …

§490:2-204 Formation in general. (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 foun…

§490:2-205 Firm offers. An offer by a merchant to buy or sell goods in a signed record 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 m…

§490:2-206 Offer and acceptance in formation of contract. (1) Unless otherwise unambiguously indicated by the language or circumstances: (2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a rea…

§490:2-207 Additional terms in acceptance or confirmation. (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 o…

§490:2-208 REPEALED. L 2004, c 162, §16.

§490:2-209 Modification, rescission, and waiver. (1) An agreement modifying a contract within this article needs no consideration to be binding. (2) A signed agreement that excludes modification or rescission except by a signed writing or other signed record shall not be otherwis…

§490:2-210 Delegation of performance; assignment of rights. (1) A party may perform the party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the other party's original promisor perform or control the acts required …

PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT §490:2-301 General obligation of parties. 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. [L 1965, c 208, §2-301; HRS §490:2-301]

§490:2-302 Unconscionable contract or clause. (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 wit…

§490:2-303 Allocation or division of risks. 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. [L 1965, c 208, §2-303; HRS §490:2-303]

§490:2-304 Price payable in money, goods, realty or otherwise. (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 i…

§490:2-305 Open price term. (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: (2) A price to be fixed by the seller or by the buyer means a price for…

§490:2-306 Output, requirements and exclusive dealings. (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 t…