Title 11, Title 11

In the Uniform Commercial Code, unless the statutory context otherwise requires: [PL 2009, c. 325, Pt. A, §2 (NEW); PL 2009, c. 325, Pt. A, §4 (AFF).] (1). Words in the singular number include the plural and those in the plural include the singular; and (2). Words of any gender a…

Section captions are part of the Uniform Commercial Code.

This Article modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 United States Code, Section 7001 et seq., except that nothing in this Article modifies, limits or supersedes Section 7001(c) of that Act or authorizes electronic…

Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other Articles of the Uniform Commercial Code that apply to particular Articles or Parts thereof, have the meanings stated. [PL 2009, c. 325, Pt. A, §2 (…

(1). Subject to subsection (6), a person has "notice" of a fact if the person: (a). Has actual knowledge of it; [PL 2009, c. 325, Pt. A, §2 (NEW); PL 2009, c. 325, Pt. A, §4 (AFF).] (b). Has received a notice or notification of it; or [PL 2009, c. 325, Pt. A, §2 (NEW); PL 2009, c…

(1). Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (2). A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possess…

Except as otherwise provided in Articles 3‑A, 4, 5‑A and 12, a person gives value for rights if the person acquires them: [PL 2023, c. 669, Pt. A, §10 (AMD); PL 2023, c. 669, Pt. E, §1 (AFF).] (1). In return for a binding commitment to extend credit or for the extension of immedi…

(1). 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. (2). An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a r…

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 nonexistence.

(1). Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of such other state or nation shall govern their rights and duties. (2). …

(1). Except as otherwise provided in subsection (2) or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement. (2). The obligations of good faith, diligence, reasonableness and care prescribed by the Uniform Co…

(1). A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: (a). The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and [PL 2009, c. 325, Pt. A, §2 (NEW);…

Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement.

(1). The remedies provided by the Uniform Commercial Code must 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 damages nor penal damages may be had except…

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.

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 be issued by a 3rd party is prima facie evidence of its ow…

(1). 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 words as “without prejudice,” “under protest” or the like are s…

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, means that the party has power to do so only…

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 of the person obligated. Subordinati…

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

(1). Unless the context otherwise requires, and except as provided in subsection (3), this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2). (2). In a hybrid transaction: (a). If the aspects of …

(1). In this Article unless the context otherwise requires (a). Buyer. "Buyer" means a person who buys or contracts to buy goods. (b). [PL 2009, c. 325, Pt. B, §4 (RP); PL 2009, c. 325, Pt. B, §27 (AFF).] (c). Receipt. "Receipt" of goods means taking physical possession of them. …

(1). Merchant. "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 employm…

(1). Goods. "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 (Article 8) and things in action. "Goods" also inclu…

(1). Contract. In this Article 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 contract to sell goods at a future time. A "sale" …

(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 seller but until severance a purported present sale ther…

The procurement, processing, distribution or use of whole blood, plasma, blood products, blood derivatives and other human tissues such as corneas, bones or organs for the purpose of injecting, transfusing or transplanting any of them into the human body is declared to be, for al…

This Article may be known and cited as the "Uniform Commercial Code -- Leases."

(1). This Article applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subsection (2). (2). In a hybrid lease: (a). If the aspects of the lease that relate to the lease of goods do not predom…

(1). In this Article, unless the context otherwise requires, the following terms have the following meaning: (a). "Buyer in ordinary course of business" means a person who, in good faith and without knowledge that the sale to that person is in violation of the ownership rights or…

(1). A lease, although subject to this Article, is also subject to any applicable: (a). Certificate of title statute of this State; [PL 1991, c. 805, §4 (NEW).] (b). Certificate of title statute of another jurisdiction (section 2‑1105); or [PL 1991, c. 805, §4 (NEW).] (c). Consum…

Subject to the provisions of section 2‑1304, subsection (3) and section 2‑1305, subsection (3), with respect to goods covered by a certificate of title issued under a statute of this State or of another jurisdiction, compliance and the effect of compliance or noncompliance with a…

(1). If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 30 days thereafter or in which the goods are to be used, the choice is not enfor…

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or renunciation in a signed record delivered by the aggrieved party.

(1). If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made, the court may refuse to enforce the lease contract, it may enforce the remainder of the lease contract without the unconscionable cla…

(1). A term providing that one party or that party's successor in interest may accelerate payment of performance or require collateral or additional collateral "at will," "when the party represents that that party is insecure" or in words of similar import must be construed to me…

(1). A lease contract is not enforceable by way of action or defense unless: (a). The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or [PL 1991, c. 805, §4 (NEW).] (b). There is a record, signed by the pa…

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 included therein may not be contradicted by evidence of any p…

The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.

(1). A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties that recognizes the existence of a lease contract. (2). An agreement sufficient to constitute a lease contract may be found although the moment of its making is undeter…

An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance 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 may the p…

(1). Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. (2). If the beginning of a requested performance is a reason…

(1). An agreement modifying a lease contract needs no consideration to be binding. (2). A signed lease agreement that excludes modification or rescission except by a signed record may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on …

(1). The benefit of a supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee…

(1). Express warranties by the lessor are created as follows. (a). Any affirmation of fact or promise made by the lessor to the lessee that relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation…