Title 41 — Uniform Commercial Code

1. This title may be cited as the Uniform Commercial Code. 2. This chapter may be cited as Uniform Commercial Code - General Provisions.

This chapter applies to a transaction to the extent that the transaction is governed by another chapter of this title. 41-01-03. (1-103) Construction of title to promote the title's purposes and policies - Applicability of supplemental principles of law. 1. This title must be lib…

This title is a general act intended as a unified coverage of its subject matter. A part of this title may not be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.

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. 41-01-08. (1-108) Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act [Pub. L. 106-229; 114 Stat. 464; 1…

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. …

This chapter shall be known and may be cited as the Uniform Commercial Code - Sales. 41-02-02. (2-102) Scope - Certain security and other transactions excluded from this chapter. 1. Unless the context otherwise requires, and except as provided in subsection 3, this chapter applie…

1. In this chapter, unless the context otherwise requires: a. "Buyer" means a person who buys or contracts to buy goods. b. Reserved. c. "Receipt" of goods means taking physical possession of them. d. "Seller" means a person who sells or contracts to sell goods. 2. Other definiti…

1. "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. 2. "Financing agency" means a bank, finance company, or other person who in the ordinary course of business makes advances against goods or …

1. "Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as…

1. In this chapter, unless the context otherwise requires: a. "Agreement" and "contract" are limited to those relating to the present or future sale of goods. b. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. c. "Present s…

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 chapter if they are to be severed by the seller but until severance a purported present sale thereo…

1. Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between the partie…

Terms with respect to which the confirmatory memoranda of the parties agree or which 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 …

The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.

Remedies for material misrepresentation or fraud include all remedies available under this chapter 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…

When 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 claim for relief 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 41-02-87 or 41-02-92) shall be determined according to the price of such goods prevailing at the t…

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 published as the reports of such market shall b…

1. An action for breach of any contract for sale must be commenced within four years after the claim for relief has accrued. 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 claim for relief accrues wh…

1. A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract. 2. An agreement sufficient to constitute a contract for sale may be found even though the moment of its mak…

An offer by a merchant to buy or sell goods in a signed record that by its terms gives assurance that 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 such period of irrevoc…

1. Unless otherwise unambiguously indicated by the language or circumstances: a. An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. b. An order or other offer to buy goods for prompt or current sh…

1. A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made condition…

Repealed by S.L. 2007, ch. 354, § 29.

1. An agreement modifying a contract within this chapter needs no consideration to be binding. 2. A signed agreement that excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchan…

1. A party may perform that party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the other party's original promisor perform or control the acts required by the contract. No delegation of performance relieves the p…

The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.

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

When this chapter allocates a risk or a burden as between the parties "unless otherwise agreed", the agreement may not only shift the allocation but may also divide the risk or burden.

1. The price may be made payable in money or otherwise. If it is payable in whole or in part in goods, each party is a seller of the goods which that party is to transfer. 2. Even though all or part of the price is payable in an interest in realty, the transfer of the goods and t…

1. The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case, the price is a reasonable price at the time for delivery if: a. Nothing is said as to price; b. The price is left to be agreed by the parties and they fail to a…

1. A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estim…

Unless otherwise agreed, all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender, but if the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be dem…