Title 13, COMMERCIAL CODE

This division modifies, limits and supersedes the Electronic Signatures in Global and National Commerce Act (Public Law 106- 229, 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 electronic delivery o…

Nothing in this title shall be construed to modify or supersede the provisions of 42 Pa.C.S. Ch. 69 (relating to particular rights and immunities). (Oct. 27, 2014, P.L.2896, No.185, eff. 60 days) 2014 Amendment. Act 185 added section 1109.

(a) Definition provisions.--Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other divisions of this title that apply to particular divisions or chapters of this title, have the meanings stated. (b) Def…

(a) Notice.--Subject to subsection (f), a person has notice of a fact if the person: (1) has actual knowledge of it; (2) has received a notice or notification of it; or (3) from all the facts and circumstances known to the person at the time in question, has reason to know that i…

(a) Factual determination.--Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b) Sufficient attributes for security interest.--A transaction in the form of a lease creates a security interest if the conside…

Except as otherwise provided in Divisions 3 (relating to negotiable instruments), 4 (relating to bank deposits and collections), 5 (relating to letters of credit) and 12 (relating to controllable electronic records), a person gives value for rights if the person acquires them: (1…

(a) Reasonable time.--Whether a time for taking an action required by this title is reasonable depends on the nature, purpose and circumstances of the action. (b) Seasonableness.--An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, …

Whenever this title creates a "presumption" with respect to a fact or provides that a fact is "presumed," the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence. Cross References. Section 1206 is r…

(a) Agreement; reasonable relation requirement.--Except as otherwise provided in this section, when a transaction bears a reasonable relation to this Commonwealth and also to another state or nation, the parties may agree that the law either of this Commonwealth or of such other …

(a) General rule.--Except as otherwise provided in subsection (b) or elsewhere in this title, the effect of provisions of this title may be varied by agreement. (b) Exceptions.--The obligations of good faith, diligence, reasonableness and care prescribed by this title may not be …

(a) Course of performance.--A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if: (1) the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and (2) the othe…

Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.

(a) Administration.--The remedies provided by 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…

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. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. See section 1 of Act 41 in the appendix to this title…

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 …

(a) General rule.--Except as set forth in subsection (b), 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. The words "with…

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

This division shall be known and may be cited as the Uniform Commercial Code, Article 2, Sales. (July 9, 1992, P.L.507, No.97, eff. one year)

(a) Scope.--Unless the context otherwise requires, and except as provided in subsection (c), this division applies to transactions in goods and, in the case of a hybrid transaction, this division applies to the extent provided in subsection (b). (b) Hybrid transactions.--In a hyb…

(a) Definitions.--The following words and phrases when used in this division shall have, unless the context clearly indicates otherwise, the meanings given to them in this subsection: "Buyer." A person who buys or contracts to buy goods. "Good faith." (Deleted by amendment). "Rec…

The following words and phrases when used in this division shall have the meanings given to them in this section: "Between merchants." Between merchants means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants. "Financing…

(a) "Goods".--"Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Division 8) and things in action. "Goods" also in…

(a) "Contract", "agreement", "sale".--In this division unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at …

(a) Minerals and structures.--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 division if they are to be severed by the seller but until severance a p…

This division shall be known and may be cited as the Uniform Commercial Code, Article 2A, Leases.

(a) Leases generally.--This division applies to any transaction, regardless of form, that creates a lease; and, in the case of a hybrid lease, this division applies to the extent provided in subsection (b). (b) Hybrid leases.--In a hybrid lease: (1) if the lease-of-goods aspects …

(a) Definitions.--The following words and phrases when used in this division shall have, unless the context clearly indicates otherwise, the meanings given to them in this subsection: "Buyer in ordinary course of business." A person who, in good faith and without knowledge that t…

(a) General rule.--A lease, although subject to this division, is also subject to any applicable: (1) certificate of title statute of this Commonwealth; (2) certificate of title statute of another jurisdiction (section 2A105); or (3) consumer protection statute of this Commonweal…

Subject to the provisions of sections 2A304(c) (relating to subsequent lease of goods by lessor) and 2A305(c) (relating to sale or sublease of goods by lessee), with respect to goods covered by a certificate of title issued under a statute of this Commonwealth or of another juris…

(a) Choice of law.--If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within 30 days thereafter or in which the goods are to be used, the choi…

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or renunciation in a signed record delivered by the aggrieved party. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. See…

(a) Unconscionable lease.--If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made, the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract witho…

(a) General rule.--A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he deems himself insecure" or in words of similar import must be construed to mean that he has p…

(a) General rule.--Except as otherwise provided in this section a contract for the sale of goods for the price of $500 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 parties…

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. (July 1, 2024, P.L.450, No.41, eff. 60 …

(a) General rule.--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. (b) Effect of undetermined time of making agreement.--An agreement sufficient to constitute…

An offer by a merchant to buy or sell goods in a signed record which 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 irrevo…

(a) General rule.--Unless otherwise unambiguously indicated by the language or circumstances: (1) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances; and (2) an order or other offer to buy goods fo…

(a) General rule.--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 expressl…

2008 Amendment. Section 2208 was deleted by amendment April 16, 2008, P.L.57, No.13, effective in 60 days.

(a) Consideration unnecessary for modification.--An agreement modifying a contract within this division needs no consideration to be binding. (b) Writing excluding modification or rescission.--A signed agreement which excludes modification or rescission except by a signed writing…

(a) Delegation of performance.--A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves…

(a) General rule.--A lease contract is not enforceable by way of action or defense unless: (1) the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or (2) there is a record, signed by the party against whom …