Title 5, Uniform Commercial Code

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 (5 CMC § 2702) and may stop delivery of carload, truckload, planeload or larger shipments of…

Seller’s Resale Including Contract for Resale. (1) Under the conditions stated in 5 CMC § 2703 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 the se…

“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 right in goods…

Seller’s Damages for Non-acceptance or Repudiation. (1) Subject to subsection (2) of this section and to the provisions of this division with respect to proof of market price (5 CMC § 2723), the measure of damages for non-acceptance or repudiation by the buyer is the difference b…

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 5 CMC § 2710, the price: (a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after r…

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 return or resal…

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 if the brea…

“Cover”; Buyer’s Procurement of Substitute Goods. (1) After a breach within 5 CMC § 2711 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 seller. (2) The bu…

Buyer’s Damages for Non-Delivery or Repudiation. (1) Subject to the provisions of this division with respect to proof of market price (5 CMC § 2723), the measure of damages for non-delivery or repudiation by the seller is the difference between the market price at the time when t…

Buyer’s Damages for Breach in Regard to Accepted Goods. (1) Where the buyer has accepted goods and given notification (5 CMC § 2607(3)) he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller’s breach as deter…

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, expenses or …

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 other reli…

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. Source: PL 3-56, § 1 (§ 2717).

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, and the inco…

Contractual Modification or Limitation of Remedy. (1) Subject to the provisions of subsections (2) and (3) of this section and of 5 CMC § 2718 on liquidation and limitation of damages: (a) The agreement may provide for remedies in addition to or in substitution for those provided…

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 damages for an …

Remedies for Fraud. Remedies for material misrepresentation or fraud include all remedies available under this division 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 deemed inc…

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 contract for…

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 (5 CMC §§ 2708 or 2713) shall be determined according to the price …

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 published a…

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 but may n…

Letter of Advice of International Sight Draft. (1) A “letter of advice” is a drawer’s communication to the drawee that a described draft has been drawn. (2) Unless otherwise agreed when a bank receives from another bank a letter of advice of an international sight draft the drawe…