Title 5, Uniform Commercial Code

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 him from relying on the unstated defect to justify rejection or to establish breac…

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 he will take or retain them in spite of their non-conformity; or (b) Fails to…

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 of the goo…

Revocation of Acceptance in Whole or in Part. (1) The buyer may revoke his acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him if he has accepted it: (a) On the reasonable assumption that its non-conformity would be cured and it has …

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 party the…

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 performance by t…

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 canceled or materially changed his position or otherwise indicated that he considers the repudiati…

“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) The buyer m…

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 sale” ter…

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 reasonable…

Excuse by Failure of Presupposed Conditions. Except so far as a seller may have assumed a greater obligation and subject to 5 CMC § 2614 on substituted performance: (a) Delay in delivery or non-delivery in whole or in part by a seller who complies with subsections (b) and (c) of …

Procedure on Notice Claiming Excuse. (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under 5 CMC § 2615 he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substanti…

Discharge of Parties. (1) The extent of the discharge of any party from liability on an instrument is governed by the sections on: (a) Payment or satisfaction (5 CMC § 3603); or (b) Tender of payment (5 CMC § 3604); or (c) Cancellation or renunciation (5 CMC § 3605); or (d) Impai…

Effect of Discharge Against Holder in Due Course. No discharge of any party provided by this division is effective against a subsequent holder in due course unless he has notice thereof when he takes the instrument. Source: PL 3-56, § 1 (§ 3602).

Payment or Satisfaction. (1) The liability of any party is discharged to the extent of his payment or satisfaction to the holder even though it is made with knowledge of a claim of another person to the instrument unless prior to such payment or satisfaction the person making the…

Tender of Payment. (1) Any party making tender of full payment to a holder when or after it is due is discharged to the extent of all subsequent liability for interest, costs and attorney’s fees. (2) The holder’s refusal of such tender wholly discharges any party who has a right …

Cancellation and Renunciation. (1) The holder of an instrument may even without consideration discharge any party: (a) In any manner apparent on the face of the instrument or the indorsement, as by intentionally canceling the instrument or the party’s signature by destruction or …

Impairment of Recourse or of Collateral. (1) The holder discharges any party to the instrument to the extent that without such party’s consent the holder: (a) Without express reservation of rights releases or agrees not to sue any person against whom the party has to the knowledg…

Lost and Missing Documents. (1) If a document has been lost, stolen or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with such order. If the document was negotiable the claimant mu…

Attachment of Goods Covered by a Negotiable Document. Except where the document was originally issued upon delivery of the goods by a person who had no power to dispose of them, no lien attaches by virtue of any judicial process to goods in the possession of a bailee for which a …

Conflicting Claims; Interpleader. If more than one person claims title or possession of the goods, the bailee is excused from delivery until he has had a reasonable time to ascertain the validity of the adverse claims or to bring an action to compel all claimants to interplead an…