Title 27, Uniform Commercial Code

§490:1-101 Short title. (a) This chapter may be cited as the Uniform Commercial Code. (b) This article may be cited as Uniform Commercial Code--General Provisions. [L 2004, c 162, pt of §1]

§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being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.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 12.] CONTROLLABLE ELECTRONIC RECORDS [§490:12-101] Short title. This article may be cited as Uniform Commercial Code--Controllable Electronic Records. [L 2023, c 132, pt of §1]

[§490:12-102] Definitions. (a) In this article: "Controllable electronic record" means a record stored in an electronic medium that may be subjected to control under section 490:12-105. "Controllable electronic record" does not include a controllable account, a controllable payme…

[§490:12-103] Relation to article 9 and consumer laws. (a) If there is conflict between this article and article 9, article 9 shall govern. (b) A transaction subject to this article shall be subject to any applicable rule of law that establishes a different rule for consumers, in…

[§490:12-104] Rights in controllable account, controllable electronic record, and controllable payment intangible. (a) This section shall apply to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefit…

[§490:12-105] Control of controllable electronic record. (a) A person shall be deemed to have control of a controllable electronic record if the electronic record; a record attached to, or logically associated with, the electronic record; or a system in which the electronic recor…

[§490:12-106] Discharge of account debtor on controllable account or controllable payment intangible. (a) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying: (b) Subject to subsection (d), the account debtor shall…

[§490:12-107] Governing law. (a) Except as provided in subsection (b), the local law of a controllable electronic record's jurisdiction shall govern a matter covered by this article. (b) For a controllable electronic record that evidences a controllable account or controllable pa…

[ARTICLE 13.] TRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE AMENDMENTS (2022) PART 1. GENERAL PROVISIONS AND DEFINITIONS [§490:13-101] Short title. This article may be cited as Transitional Provisions for Uniform Commercial Code Amendments (2022). [L 2023, c 132, pt of §1]…

[§490:13-102] Definitions. (a) In this article: "Adjustment date" means July 1, 2025, or the date that is one year after June 29, 2023, whichever is later. "Article 12 property" means a controllable account, controllable electronic record, or controllable payment intangible. (b) …

PART 2. GENERAL TRANSITIONAL PROVISION [§490:13-201] Savings clause. Except as provided in part 3, a transaction validly entered into before the effective date of this article and the rights, duties, and interests flowing from the transaction shall remain valid thereafter and may…

PART 3. TRANSITIONAL PROVISIONS FOR ARTICLES 9 AND 12 [§490:13-301] Savings clause. (a) Except as provided in this part, article 9 as amended by Act 132, Session Laws of Hawaii 2023, and article 12 shall apply to a transaction, lien, or other interest in property, regardless of w…

[§490:13-302] Security interest perfected before the effective date. (a) A security interest that is enforceable and perfected immediately before the effective date of this article shall be a perfected security interest under this article if, on the effective date of this article…

[§490:13-303] Security interest unperfected before the effective date. A security interest that is enforceable immediately before the effective date of this article but is unperfected at that time shall:

[§490:13-304] Effectiveness of actions taken before the effective date. (a) If action, other than the filing of a financing statement, is taken before the effective date of this article and the action would have resulted in perfection of the security interest had the security int…

[§490:13-305] Priority. (a) Subject to subsections (b) and (c), this article shall determine the priority of conflicting claims to collateral. (b) Subject to subsection (c), if the priorities of claims to collateral were established before the effective date of this article, arti…

[§490:13-306] Priority of claims when priority rules of article 9 do not apply. (a) Subject to subsections (b) and (c), article 12 shall determine the priority of conflicting claims to article 12 property when the priority rules of article 9, as amended by Act 132, Session Laws o…

PART 4. EFFECTIVE DATE [§490:13-401] Effective date. This article shall take effect on June 29, 2023. [L 2023, c 132, pt of §1]

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]

§490:2-102 Scope; certain security and other transactions excluded from this article. (1) Unless the context otherwise requires, and except as provided in subsection (3), this article shall apply to transactions in goods and, in the case of a hybrid transaction, to the extent pro…

§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…