Title 41, Uniform Commercial Code

If any provision or clause of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this title which can be given effect without the invalid provision or application, and to this end the pro…

In this title, 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 gender.

Section captions are part of this title.

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act [Pub. L. 106-229; 114 Stat. 464; 15 U.S.C. 7001 et seq.] but does not modify, limit, or supersede section 101(c) of that Act [15 U.S.C. 7001(c)] or authorize electr…

1. Unless the context otherwise requires, words or phrases defined in this section, or in additional definitions contained in other chapters of this title which apply to particular chapters or parts of chapters, have the meanings stated. 2. Subject to definitions contained in oth…

1. Subject to subsection 6, a person has "notice" of a fact if the person: a. Has actual knowledge of that fact; b. Has received a notice or notification of that fact; or c. From all the facts and circumstances known to the person at the time in question, has reason to know that …

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 possession …

Except as otherwise provided in chapters 41-03, 41-04, 41-05, and 41-12, a person gives value for rights if the person acquires the rights: 1. In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and w…

1. Whether a time for taking an action required under this title is reasonable depends on the nature, purpose, and circumstances of the action. 2. An action is taken seasonably if the action is taken at or within the time agreed or, if no time is agreed, at or within a reasonable…

If this title creates a "presumption" with respect to a fact or provides that a fact is "presumed", the trier of fact shall find the existence of the fact unless and until evidence is introduced that supports a finding of the fact's nonexistence.

1. 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 that the law either of this state or of such other state or nation shall govern their rights and duties. Failing…

1. Except as otherwise provided in subsection 2 or elsewhere under this title, the effect of provisions of this title may be varied by agreement. 2. The obligations of good faith, diligence, reasonableness, and care prescribed under this title may not be disclaimed by agreement. …

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 b. The other party, with knowledge of …

Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement. This section does not support an independent claim for relief for failure to perform or enforce in good faith and does not create a separate duty of fairness and reaso…

1. The remedies provided under this title 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 as specifically…

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, a policy or certificate of insurance, an official weigher's or inspector's certificate, a consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence…

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 su…

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 the creditor's right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. …