Title 5 — Uniform Commercial Code
40 chapters · 413 sections in this title.
5 CMC § 9501 Default; Procedure when Security Agreement Covers Both Real and Personal Property
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9501. Default; Procedure when Security Agreement Covers Both Real and Personal Property. (1) When a debtor is in default under a security agreement, a secured party has the rights and remedies provided in t…
5 CMC § 9502 Collection Rights of Secured Party
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9502. Collection Rights of Secured Party. (1) When so agreed and in any event on default the secured party is entitled to notify an account debtor or the obligor on an instrument to make payment to him whet…
5 CMC § 9503 Secured Party's Right to Take Possession After Default
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9503. Secured Party’s Right to Take Possession After Default. Unless otherwise agreed a secured party has on default the right to take possession of the collateral. In taking possession a secured party may …
5 CMC § 9504 Secured Party's Right to Dispose of Collateral After Default; Effect of Disposition
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9504. Secured Party’s Right to Dispose of Collateral After Default; Effect of Disposition. (1) A secured party after default may sell, lease or otherwise dispose of any or all of the collateral in its then …
5 CMC § 9505 Compulsory Disposition of Collateral; Acceptance of the Collateral as Discharge of Obligation
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9505. Compulsory Disposition of Collateral; Acceptance of the Collateral as Discharge of Obligation. (1) If the debtor has paid 60 percent of the cash price in the case of a purchase money security interest…
5 CMC § 9506 Debtor's Right to Redeem Collateral
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9506. Debtor’s Right to Redeem Collateral. At any time before the secured party has disposed of collateral or entered into a contract for its disposition under 5 CMC § 9504 or before the obligation has been…
5 CMC § 9507 Secured Party's Liability for Failure to Comply With This Chapter
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9507. Secured Party’s Liability for Failure to Comply with This Chapter. (1) If it is established that the secured party is not proceeding in accordance with the provisions of this chapter disposition may b…
5 CMC § 2601 Buyer's Rights on Improper Delivery
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2601. Buyer’s Rights on Improper Delivery. Subject to the provisions of this division on breach in installment contracts (5 CMC § 2612) and unless otherwise agreed under the sections on contractual limitations of remedy (5 CMC …
5 CMC § 2602 Manner and Effect of Rightful Rejection
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2602. Manner and Effect of Rightful Rejection. (1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2) Subject to the provis…
5 CMC § 2603 Merchant Buyer's Duties as to Rightfully Rejected Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2603. Merchant Buyer’s Duties as to Rightfully Rejected Goods. (1) Subject to any security interest in the buyer (5 CMC § 2711(3)), when the seller has no agent or place of business at the market of rejection a merchant buyer i…
5 CMC § 2604 Buyer's Options as to Salvage of Rightfully Rejected Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2604. Buyer’s Options as to Salvage of Rightfully Rejected Goods. Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of …
5 CMC § 2605 Waiver of Buyer's Objections by Failure to Particularize
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2605. 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…
5 CMC § 2606 What Constitutes Acceptance of Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2606. 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 re…
5 CMC § 2607 Effect of Acceptance; Notice of Breach; Burden on Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2607. 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) Acce…
5 CMC § 2608 Revocation of Acceptance in Whole or in Part
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2608. 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 as…
5 CMC § 2609 Right to Adequate Assurance of Performance
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2609. 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 insecurit…
5 CMC § 2610 Anticipatory Repudiation
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2610. 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…
5 CMC § 2611 Retraction of Anticipatory Repudiation
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2611. 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 posi…
5 CMC § 2612 "Installment Contract"; Breach
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2612. “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…
5 CMC § 2613 Casualty to Identified Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2613. 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 b…
5 CMC § 2614 Substituted Performance
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2614. 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 becom…
5 CMC § 2615 Excuse by Failure of Presupposed Conditions
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2615. 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 par…
5 CMC § 2616 Procedure on Notice Claiming Excuse
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2616. 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 deliver…
5 CMC § 3601 Discharge of Parties
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3601. 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 § 3…
5 CMC § 3602 Effect of Discharge Against Holder in Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3602. 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 instru…
5 CMC § 3603 Payment or Satisfaction
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3603. 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 instrum…
5 CMC § 3604 Tender of Payment
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3604. 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…
5 CMC § 3605 Cancellation and Renunciation
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3605. 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 intentionall…
5 CMC § 3606 Impairment of Recourse or of Collateral
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3606. 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 a…
5 CMC § 7601 Lost and Missing Documents
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7601. 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…
5 CMC § 7602 Attachment of Goods Covered by a Negotiable Document
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7602. 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 virt…
5 CMC § 7603 Conflicting Claims; Interpleader
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7603. 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…
5 CMC § 2701 Remedies for Breach of Collateral Contracts Not Impaired
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2701. 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 division. Source: PL 3-5…
5 CMC § 2702 Seller's Remedies on Discovery of Buyer's Insolvency
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2702. 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 contrac…
5 CMC § 2703 Seller's Remedies in General
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2703. 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 …
5 CMC § 2704 Seller's Right to Identify Goods to the Contract Nonwithstanding Breach or to Salvage Unfinished Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2704. Seller’s Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods. (1) An aggrieved seller under 5 CMC § 2703 may: (a) Identify to the contract conforming goods not already identified …
5 CMC § 2705 Seller's Stoppage of Delivery in Transit or Otherwise
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2705. 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 deliv…
5 CMC § 2706 Seller's Resale Including Contract for Resale
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2706. 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 i…
5 CMC § 2707 "Person in the Position of a Seller."
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2707. “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 …
5 CMC § 2708 Seller's Damages for Non-acceptance or Repudiation
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2708. 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…
5 CMC § 2709 Action for the Price
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2709. 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 lo…
5 CMC § 2710 Seller's Incidental Damages
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2710. 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 a…
5 CMC § 2711 Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2711. 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 an…
5 CMC § 2712 "Cover"; Buyer's Procurement of Substitute Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2712. “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 good…
5 CMC § 2713 Buyer's Damages for Non-Delivery or Repudiation
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2713. 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…
5 CMC § 2714 Buyer's Damages for Breach in Regard to Accepted Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2714. 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 …
5 CMC § 2715 Buyer's Incidental and Consequential Damages
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2715. 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 …
5 CMC § 2716 Buyer's Right to Specific Performance or Replevin
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2716. 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 co…
5 CMC § 2717 Deduction of Damages From the Price
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2717. 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 und…
5 CMC § 2718 Liquidation or Limitation of Damages; Deposits
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2718. 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 …