Title XIII, COMMERCE (Ch. 505 - 554I)

1. Subject to subsection 2 and to the provisions of this Article with respect to proof of market price ( section 554.2723 ), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the un…

1. When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section 554.2710 , the price: a. of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss h…

Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise r…

1. Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract ( section 554.2612 ), the buyer may cancel an…

1. After a breach within section 554.2711 the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller. 2. The buyer may recover from the seller as damages the d…

1. Subject to the provisions of this Article with respect to proof of market price ( section 554.2723 ), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contrac…

1. Where the buyer has accepted goods and given notification ( section 554.2607, subsection 3 ) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reaso…

1. Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover …

1. Specific performance may be decreed where the goods are unique or in other proper circumstances. 2. The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just. 3. The buyer has a rig…

The buyer on notifying the seller of the buyer’s intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract. [C24, 27, 31, 35, 39, § 9998; C46, 50, 54, 58, 62, §554.70; C66, 7…

1. Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtainin…

1. Subject to the provisions of subsections 2 and 3 of this section and of section 554.2718 on liquidation and limitation of damages, a. the agreement may provide for remedies in addition to or in substitution for those provided in this Article and may limit or alter the measure …

Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach. [C24, 27, 31, 35, 39, § 9990; C46, 50, 54, 58, 62, §554…

Remedies for material misrepresentation or fraud include all remedies available under this Article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim…

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract 1. a right of action against the third party is in either party to the contract for sale who has title to or a security interest or …

1. If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price ( section 554.2708 or 554.2713 ) shall be determined according to the price of such goods prevailing at the…

If the prevailing price or value of goods regularly bought and sold in an established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in …

1. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it. 2. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when…

This Article may be cited as Uniform Commercial Code — Negotiable Instruments. 94 Acts, ch 1167, §10, 121, 122

1. This Article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 12 , or to securities governed by Article 8 . 2. If there is conflict between this Article and Article 4 or 9 , Articles 4 and 9 govern. 3. Regulations of the Boar…

1. In this Article : a. “Acceptor” means a drawee who has accepted a draft. b. “Drawee” means a person ordered in a draft to make payment. c. “Drawer” means a person who signs or is identified in a draft as a person ordering payment. d. Reserved. e. “Maker” means a person who sig…

1. Except as provided in subsections 3 and 4 , “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it: a. is payable to bearer or to order at the time it is…

1. “Issue” means: a. the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person; or b. if agreed by the payee, the first transmission by the drawer to the payee of an image of an i…

1. Except as provided in this section , for the purposes of section 554.3104, subsection 1 , a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another writing, or that rights or obligations…

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollar…

1. A promise or order is “payable on demand” if it states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or does not state any time of payment. 2. A promise or order is “payable at a definite time” if it is payable o…

1. A promise or order is payable to bearer if it: a. states that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment; b. does not state a payee; or c. states that it is payable to or…

1. The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person…

Except as otherwise provided for items in Article 4 , an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the…

1. Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument. 2. Interest may be stated in an instrument as a fixed or variable amount of money or it may be ex…

1. An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in section 554.4401, subsection 3 , an instrument payable on demand is not payable before the date of the i…

If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers. 94 Acts, ch 1167, §23, 121, 122

1. “Incomplete instrument” means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers. 2. Subject to subsection 3 , if an …

1. Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign. 2.…

Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce t…

1. A cause of action against a maker or an acceptor accrues a. in the case of a time instrument on the day after maturity; b. in the case of a demand instrument upon its date or, if no date is stated, on the date of issue. 2. A cause of action against the obligor of a demand or t…

In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4 , the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is a…

1. “Negotiation” means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder. 2. Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiat…

1. Negotiation is effective even if obtained from an infant, a corporation exceeding its powers, or a person without capacity; by fraud, duress, or mistake; or in breach of duty or as part of an illegal transaction. 2. To the extent permitted by other law, negotiation may be resc…

1. An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument. 2. Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transfer…

1. “Endorsement” means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incurring endorser’s liability…

1. If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, it is a “special endorsement.” When specially endorsed, an instrument become…

1. An endorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument. 2. An endorsement stating a condition to the right of the endorsee t…

Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel endorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the inst…

“Person entitled to enforce” an instrument means the holder of the instrument, a nonholder in possession of the instrument who has the rights of a holder, or a person not in possession of the instrument who is entitled to enforce the instrument pursuant to section 554.3309 or 554…

1. Subject to subsection 3 and section 554.3106, subsection 4 , “holder in due course” means the holder of an instrument if: a. the instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is not otherwise so irregular or…