Title 09A, Title 09A: Uniform Commercial Code

§ 1—105. Severability 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, a…

§ 1—106. Use of singular and plural; gender 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. (Amended 2007…

§ 1—107. Section captions Section captions are parts of this title. (Amended 2007, No. 99 (Adj. Sess.), § 2.)

§ 1—108. Relation to electronic signatures in Global and National Commerce Act This title modifies, limits, and supersedes the Federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. section 7001 et seq.), but does not modify, limit, or supersede section 101(…

§ 1—201. General definitions (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of this title that apply to particular articles or parts thereof, have the meanings stated. (b) Subject t…

§ 1—202. Notice; knowledge (a) Subject to subsection (f) of this section, 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…

§ 1—203. Lease distinguished from security interest (a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b) A transaction in the form of a lease creates a security interest if the consideration that the le…

§ 1—204. Value Except as otherwise provided in Articles 3, 4, 5, 6, and 12 of this title, a person gives value for rights if the person acquires them: (1) in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not draw…

§ 1—205. Reasonable time; seasonableness (a) Whether a time for taking an action required by this title is reasonable depends on the nature, purpose, and circumstances of the action. (b) An action is taken seasonably if it is taken at or within the time agreed or, if no time is a…

§ 1—206. Presumptions 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. (Added 2007,…

§ 1—301. Territorial applicability; parties’ power to choose applicable law (a) 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 o…

§ 1—302. Variation by agreement (a) Except as otherwise provided in subsection (b) of this section or elsewhere in this title, the effect of provisions of this title may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by t…

§ 1—303. Course of performance, course of dealing, and usage of trade (a) 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 occasion…

§ 1—304. Obligation of good faith Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement. (Added 2007, No. 99 (Adj. Sess.), § 2.)

§ 1—305. Remedies to be liberally administered (a) 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 pe…

§ 1—306. Waiver or renunciation of claim or right after breach 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. (Added 2007, No. 99 (Adj. Sess.), § 2; amended 2025…

§ 1—307. Prima facie evidence by third-party documents A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be…

§ 1—308. Performance or acceptance under reservation of rights (a) 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 w…

§ 1—309. Option to accelerate at will 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 …

§ 1—310. Subordinated obligations 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…

§ 2—101. Short title This article shall be known and may be cited as Uniform Commercial Code—Sales.

§ 2—102. Scope; certain security and other transactions excluded from this article (a) Unless the context otherwise requires, and except as provided in subsection (c) of this section, this article applies to transactions in goods and, in the case of a hybrid transaction, it appli…

§ 2—103. Definitions and index of definitions (1) In this article 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…

§ 2—104. Definitions: “merchant”; “between merchants”; “financing agency” (1) “Merchant” means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in th…

§ 2—105. Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit” (1) “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…

§ 2—106. Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation”; “hybrid transaction” (1) In this article unless the context otherwise requires “contract” and “agreement” are limited to those rela…

§ 2—107. Goods to be severed from realty: recording (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 article if they are to be severed by the selle…

§ 2—108. Miscellaneous health provisions; blood or tissue transfer services The procurement, processing, distribution or use of whole blood, plasma, blood products or blood derivatives for the purpose of injecting or transfusing any of them into the human body shall be construed,…

§ 2—201. Formal requirements; statute of frauds (1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500.00 or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sa…

§ 2—202. Final expression: parol or extrinsic evidence 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 inclu…

§ 2—203. Seals inoperative 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. (Amended 202…

§ 2—204. Formation in general (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 e…

§ 2—205. Firm offers 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 …

§ 2—206. Offer and acceptance in formation of contract (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 …

§ 2—207. Additional terms in acceptance or confirmation (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 a…

§ 2—209. Modification, rescission, and waiver (1) An agreement modifying a contract within this article needs no consideration to be binding. (2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise mod…

§ 2—210. Delegation of performance; assignment of rights (1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by the cont…

§ 2—301. General obligations of parties 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.

§ 2—302. Unconscionable contract or clause (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 withou…

§ 2—303. Allocation or division of risks Where this article 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.

§ 2—304. Price payable in money, goods, realty, or otherwise (1) The price can 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 he or she is to transfer. (2) Even though all or part of the price is paya…

§ 2—305. Open price term (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 of delivery if: (a) nothing is said as to price; or (b) the price is left to be agreed by t…

§ 2—306. Output, requirements, and exclusive dealings (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 …

§ 2—307. Delivery in single lot or several lots 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 where the circumstances give either party the right to make or demand delivery in l…

§ 2—308. Absence of specified place for delivery Unless otherwise agreed: (a) the place for delivery of goods is the seller’s place of business or if he or she has none his or her residence; but (b) in a contract for sale of identified goods which to the knowledge of the parties …

§ 2—309. Absence of specific time provisions; notice of termination (1) The time for shipment or delivery or any other action under a contract if not provided in this article or agreed upon shall be a reasonable time. (2) Where the contract provides for successive performances bu…