Title Minnesota Statutes, Minnesota Statutes

336.2-514 WHEN DOCUMENTS DELIVERABLE ON ACCEPTANCE; WHEN ON PAYMENT. Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment. …

336.2-515 PRESERVING EVIDENCE OF GOODS IN DISPUTE. In furtherance of the adjustment of any claim or dispute (a) either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the…

336.2-601 BUYER'S RIGHTS ON IMPROPER DELIVERY. Subject to the provisions of this article on breach in installment contracts (section 336.2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (sections 336.2-718 and 336.2-719), if the goods or …

336.2-602 MANNER AND EFFECT OF RIGHTFUL REJECTION. (1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provisions of the two following sections on rejected go…

336.2-603 MERCHANT BUYER'S DUTIES AS TO RIGHTFULLY REJECTED GOODS. (1) Subject to any security interest in the buyer (subsection (3) of section 336.2-711), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejectio…

336.2-604 BUYER'S OPTIONS AS TO SALVAGE OF RIGHTFULLY REJECTED GOODS. Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods …

336.2-605 WAIVER OF BUYER'S OBJECTIONS BY FAILURE TO PARTICULARIZE. (1) The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to…

336.2-606 WHAT CONSTITUTES ACCEPTANCE OF GOODS. (1) Acceptance of goods occurs when the buyer (a) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; …

336.2-607 EFFECT OF ACCEPTANCE; NOTICE OF BREACH; BURDEN OF ESTABLISHING BREACH AFTER ACCEPTANCE; NOTICE OF CLAIM OR LITIGATION TO PERSON ANSWERABLE OVER. (1) The buyer must pay at the contract rate for any goods accepted. (2) Acceptance of goods by the buyer precludes rejection …

336.2-608 REVOCATION OF ACCEPTANCE IN WHOLE OR IN PART. (1) The buyer may revoke an acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if it was accepted (a) on the reasonable assumption that its nonconformity would be cured an…

336.2-609 RIGHT TO ADEQUATE ASSURANCE OF PERFORMANCE. (1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either…

336.2-610 ANTICIPATORY REPUDIATION. When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may (a) for a commercially reasonable time await perform…

336.2-611 RETRACTION OF ANTICIPATORY REPUDIATION. (1) Until the repudiating party's next performance is due the repudiating party can retract the repudiation unless the aggrieved party has since the repudiation canceled or materially changed position or otherwise indicated that t…

336.2-612 "INSTALLMENT CONTRACT"; BREACH. (1) An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause "each delivery is a separate contract" or its equivalent. (2) T…

336.2-613 CASUALTY TO IDENTIFIED GOODS. Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a "no arrival, no…

336.2-614 SUBSTITUTED PERFORMANCE. (1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially …

336.2-615 EXCUSE BY FAILURE OF PRESUPPOSED CONDITIONS. Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraph…

336.2-616 PROCEDURE ON NOTICE CLAIMING EXCUSE. (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section the buyer may by written notification to the seller as to any delivery concerned, and where the prospe…

336.2-701 REMEDIES FOR BREACH OF COLLATERAL CONTRACTS NOT IMPAIRED. Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article. History: 1965 c 811 s 336.2-701

336.2-702 SELLER'S REMEDIES ON DISCOVERY OF BUYER'S INSOLVENCY. (1) Where the seller discovers the buyer to be insolvent the seller may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this article (…

336.2-703 SELLER'S REMEDIES IN GENERAL. Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part of the whole, then with respect to any goods directly affected and, if the breach is…

336.2-704 SELLER'S RIGHT TO IDENTIFY GOODS TO THE CONTRACT NOTWITHSTANDING BREACH OR TO SALVAGE UNFINISHED GOODS. (1) An aggrieved seller under the preceding section may (a) identify to the contract conforming goods not already identified if the aggrieved seller possessed or cont…

336.2-705 SELLER'S STOPPAGE OF DELIVERY IN TRANSIT OR OTHERWISE. (1) The seller may stop delivery of goods in the possession of a carrier or other bailee on discovering the buyer to be insolvent (section 336.2-702) and may stop delivery of carload, truckload, planeload or larger …

336.2-706 SELLER'S RESALE INCLUDING CONTRACT FOR RESALE. (1) Under the conditions stated in section 336.2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonabl…

336.2-707 "PERSON IN THE POSITION OF A SELLER." (1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of the principal or anyone who otherwise holds a security interest or other righ…

336.2-708 SELLER'S DAMAGES FOR NONACCEPTANCE OR REPUDIATION. (1) Subject to subsection (2) and to the provisions of this article with respect to proof of market price (section 336.2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference betwe…

336.2-709 ACTION FOR THE PRICE. (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price (a) of goods accepted or of conforming goods lost or damaged within a commercially reasonable…

336.2-710 SELLER'S INCIDENTAL DAMAGES. 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 retur…

336.2-711 BUYER'S REMEDIES IN GENERAL; BUYER'S SECURITY INTEREST IN REJECTED GOODS. (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 i…

336.2-712 "COVER"; BUYER'S PROCUREMENT OF SUBSTITUTE GOODS. (1) After a breach within the preceding section 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…

336.2-713 BUYER'S DAMAGES FOR NONDELIVERY OR REPUDIATION. (1) Subject to the provisions of this article with respect to proof of market price (section 336.2-723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the…

336.2-714 BUYER'S DAMAGES FOR BREACH IN REGARD TO ACCEPTED GOODS. (1) Where the buyer has accepted goods and given notification (subsection (3) of section 336.2-607) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of even…

336.2-715 BUYER'S INCIDENTAL AND CONSEQUENTIAL DAMAGES. (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, ex…

336.2-716 BUYER'S RIGHT TO SPECIFIC PERFORMANCE OR REPLEVIN. (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 …

336.2-717 DEDUCTION OF DAMAGES FROM THE PRICE. The buyer on notifying the seller of an 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. History: 1965 c 811 s 336.2-…

336.2-718 LIQUIDATION OR LIMITATION OF DAMAGES; DEPOSITS. (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, an…

336.2-719 CONTRACTUAL MODIFICATION OR LIMITATION OF REMEDY. (1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages, (a) the agreement may provide for remedies in addition to or in substitution…

336.2-720 EFFECT OF "CANCELLATION" OR "RESCISSION" ON CLAIMS FOR ANTECEDENT BREACH. 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 damag…

336.2-721 REMEDIES FOR FRAUD.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 dee…

336.2-722 WHO CAN SUE THIRD PARTIES FOR INJURY TO GOODS. 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 (a) a right of action against the third party is in either party to the con…

336.2-723 PROOF OF MARKET PRICE; TIME AND PLACE. (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 336.2-708 or section 336.2-713) shall be determi…

336.2-724 ADMISSIBILITY OF MARKET QUOTATIONS. Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation p…

336.2-725 STATUTE OF LIMITATIONS IN CONTRACTS FOR SALE. (1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year…

336.2A-101 SHORT TITLE. This article shall be known and may be cited as the Uniform Commercial Code - Leases. History: 1989 c 232 art 1 s 2A-101

336.2A-102 SCOPE. (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 lease-of-goods aspects do not predominate: (i) only t…

336.2A-103 DEFINITIONS AND INDEX OF DEFINITIONS. (1) In this article unless the context otherwise requires: (a) "Buyer in ordinary course of business" means a person who in good faith and without knowledge that the sale is in violation of the ownership rights or security interest…