Title 28, COMMERCIAL TRANSACTIONS

28-1-101. Short titles. (a) This title shall be known and may be cited as the Uniform Commercial Code. (b) This chapter may be cited as "Uniform Commercial Code — General Provisions."

28-1-102. Scope of chapter. This chapter applies to a transaction to the extent that it is governed by another chapter of the uniform commercial code.

28-1-103. Construction of uniform commercial code to promote its purposes and policies — Applicability of supplemental principles of law. (a) The uniform commercial code shall be liberally construed and applied to promote its underlying purposes and policies, which are: (1) To si…

28-1-104. Construction against implied repeal. The uniform commercial 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being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.

28-1-105. Severability. If any provision or clause of the uniform commercial code or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the uniform commercial code which can be given effect without th…

28-1-106. Use of singular and plural — Gender. In the uniform commercial code, unless the statutory context otherwise requires: (1) Words in the singular number include the plural, and those in the plural include the singular; and (2) Words of any gender also refer to any other g…

28-1-107. Section captions. Section captions are part of the uniform commercial code.

28-1-108. Relation to electronic signatures in global and national commerce act. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. section 7001 et seq., except that nothing in this chapter modifies, limi…

28-1-201. General definitions. (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of the uniform commercial code that apply to particular chapters or parts thereof, have the meanings st…

28-1-202. Notice — Knowledge. (a) Subject to subsection (f) of this 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…

28-1-203. 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. (b) A transaction in the form of a lease creates a security interest if the consideration that the …

28-1-204. Value. Except as otherwise provided in chapters 3, 4, 5 and 6, title 28, Idaho Code, 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…

28-1-205. Reasonable time — Seasonableness. (a) Whether a time for taking an action required by the uniform commercial code 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…

28-1-206. Presumptions. Whenever the uniform commercial code creates a "presumption" with respect to a fact, or provides that a fact is "presumed," the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexis…

28-1-301. Territorial application of the uniform commercial code — Parties’ power to choose applicable law. (a) Except as provided hereafter in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree tha…

28-1-302. Variation by agreement. (a) Except as otherwise provided in subsection (b) of this section or elsewhere in the uniform commercial code, the effect of provisions of the uniform commercial code may be varied by agreement. (b) The obligations of good faith, diligence, reas…

28-1-303. 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: (1) The agreement of the parties with respect to the transaction involves repeated occasi…

28-1-304. Obligation of good faith. Every contract or duty within the uniform commercial code imposes an obligation of good faith in its performance and enforcement.

28-1-305. Remedies to be liberally administered. (a) The remedies provided by the uniform commercial 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 sp…

28-1-306. 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 an authenticated record.

28-1-307. 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 …

28-1-308. 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. Such…

28-1-309. Option to accelerate at will. A term providing that one (1) 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, …

28-1-310. 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 …