Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A: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…

12A:2-611. Retraction of anticipatory repudiation (1) Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers th…

12A: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) …

12A: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…

12A: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 …

12A: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 non-delivery in whole or in part by a seller who complies with paragrap…

12A: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 he may by written notification to the seller as to any delivery concerned, and where the prospective d…

12A: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 Chapter. L.1961, c. 120, s. 2-701.

12A:2-702. Seller's remedies on discovery of buyer's insolvency (1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this chapter (12A:2-70…

12A: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 or the whole, then with respect to any goods directly affected and, if the breach is…

12A: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 at the time he learned of the breach t…

12A:2-705 Seller's stoppage of delivery in transit or otherwise. 12A: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 when he discovers the buyer to be insolvent (12A:2-702) and …

12A:2-706. Seller's resale including contract for resale (1) Under the conditions stated in 12A: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 reasonable manner…

12A: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 his principal or anyone who otherwise holds a security interest or other righ…

12A:2-708. Seller's damages for non-acceptance or repudiation (1) Subject to subsection (2) and to the provisions of this Chapter with respect to proof of market price (12A:2-723), the measure of damages for non-acceptance or repudiation by the buyer is the difference between the…

12A: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…

12A: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…

12A: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…

12A: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 th…

12A:2-713. Buyer's damages for non-delivery or repudiation (1) Subject to the provisions of this Chapter with respect to proof of market price (12A:2-723), the measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time …

12A: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 12A:2-607) he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the se…

12A: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…

12A:2-716. Buyer's right to specific performance or replevin 12A: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…

12A:2-717. Deduction of damages from the price The buyer on notifying the seller of his 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. L.1961, c. 120, s. 2-717.

12A: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…

12A: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…

12A: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…

12A:2-721. Remedies for fraud Remedies for material misrepresentation or fraud include all remedies available under this Chapter for non-fraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be d…

12A: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…

12A: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 (12A:2-708 or 12A:2-713) shall be determined according to…

12A: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…

12A: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…

12A:2A-101. Short title 12A:2A-101. Short title. This chapter shall be known and may be cited as the "Uniform Commercial Code - Leases." L.1994,c.114,s.1.

12A:2A-102. Scope 12A:2A-102. Scope. This chapter applies to any transaction, regardless of form, that creates a lease. L.1994,c.114,s.1.

12A:2A-103 Definitions and index of definitions. 12A:2A-103. Definitions and index of definitions. (1) In this chapter 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 to the per…

12A:2A-104. Leases subject to other law 12A:2A-104. Leases subject to other law. (1) A lease, although subject to this chapter, is also subject to any applicable: (a) certificate of title statute of this State: R.S.39:10-1 to R.S.39:10-9 both inclusive; P.L.1971, c.311 (C.39:10-9…

12A:2A-105. Territorial application of chapter to goods covered by certificate of title 12A:2A-105. Territorial application of chapter to goods covered by certificate of title. Subject to the provisions of sections 12A:2A-304(3) and 12A:2A-305(3), with respect to goods covered by…

12A:2A-106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum 12A:2A-106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum. (1) If the law chosen by the parties to a consumer lease is that of a…

12A:2A-107. Waiver or renunciation of claim or right after default 12A:2A-107. Waiver or renunciation of claim or right after default. 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 writt…

12A:2A-108. Unconscionability 12A:2A-108. Unconscionability. (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, or it may enforce the …

12A:2A-109. Option to accelerate at will 12A:2A-109. Option to accelerate at will. (1) A term providing that one party or the party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when the party deems hims…

12A:2A-201. Statute of frauds 12A:2A-201. Statute of frauds. (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 (b) there …

12A:2A-202. Final written expression: parol or extrinsic evidence 12A:2A-202. Final written expression: parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties a…

12A:2A-203. Seals inoperative 12A:2A-203. Seals inoperative. The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument and the law with respect to sealed instruments does not apply to…

12A:2A-204. Formation in general 12A:2A-204. Formation in general. (1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract. (2) An agreement sufficient to constitute a lease …

12A:2A-205. Firm offers 12A:2A-205. Firm offers. An offer by a merchant to lease goods to or from another person in a signed writing 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…