/* The Uniform Commercial Code is one of the greatest works of 
jurisprudence of the century. In some ways it simplified the 
process of lending, selling and borrowing. In other ways it 
introduced arcane complexity. The UCC like the Internal Revenue 
Code and the Bankruptcy Code is a code in that it is a 
"codification" of law, but also a "code" in that it also uses 
words that have secret meanings. Section 1 is VITAL because of 
the fact that it defines terms that are used throughout the code. 
*/

UNIFORM COMMERCIAL CODE

ARTICLE 1

GENERAL PROVISIONS

PART 1. SHORT TITLE, CONSTRUCTION, APPLICATION AND SUBJECT
       MATTER OF THE ACT
Section

1-101.  Short Title.

1-102.  Purposes; Rules of Construction; Variation by Agreement.

1-103.  Supplementary general Principles of Law Applicable.

1-104.  Construction Against Implicit Repeal.

1-105.  Territorial Application of the Act; Parties' Power to
Choose Applicable Law.

1-106.  Remedies to Be Liberally Administered.

1-107.  Waiver or Renunciation of Claim or Right After Breach.

1-108.  Severability.

1-109.  Section Captions.

PART 2. GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1-201.  General Definitions.

1-202.  Prima Facie Evidence by Third Party Documents.

1-203.  Obligation of Good Faith.

1-204.  Time; Reasonable Time; Seasonably.

1-205.  Course of Dealing and Usage of Trade.

1-206.  Statute of Frauds for Kinds of Personal Property Not
Otherwise Covered.

1-207.  Performance or Acceptance Under Reservation of Rights.

1-208.  Option to Accelerate at Will.

1-209.  Subordinated Obligations.


UNIFORM COMMERCIAL CODE

ARTICLE 1

General Provisions

PART I

SHORT TITLE, CONSTRUCTION, APPLICATION AND SUBJECT MATTER OF THE 
ACT

1-101. Short Title.

   This Act shall be known and may be cited as Uniform Commercial
Code.

1-102. Purposes; Rules of Construction; Variation by Agreement

   (1) This Act shall be liberally construed and applied to
promote its underlying purposes and policies.

   (2) Underlying purposes and Policies of this Act are

      (a) to simplify, clarify and modernize the law governing
commercial transactions

      (b)  to permit the continued expansion of commercial
practices through custom, usage and agreement of the parties.

      (c) to make uniform the law among the various jurisdictions

   (3) The effect of provisions of this Act may be varied by
agreement, except as otherwise provided in this Act and except 
that the obligations of good faith, diligence, reasonableness and 
care prescribed by this Act may not be disclaimed by agreement
but the parties may by agreement determine the standards by which
the performance of such obligations is to be measured if such 
standards are not manifestly unreasonable.

   (4) The presence in certain provisions of this Act
of the words "unless otherwise agreed" or words of similar import 
does not imply that the effect of other provisions
may not be varied by agreement under subsection (3).

   (5) In this Act unless the context otherwise requires

      (a) words in the singular number include the plural, and in
the plural include the singular;

      (b) words of the masculine gender include the feminine and
the neuter, and when the sense so indicates words of the neuter 
gender may refer to any gender.

1-103. Supplementary General Principles of Law Applicable.

   Unless displaced by the particular provision of this Act, the
principles of law and equity, including the law merchant and the 
law relative to capacity to contract, principal and agent, 
estoppel, fraud, misrepresentation, duress, coercion, mistake,
bankruptcy, or other validating or invalidating cause shall
supplement its provisions.

1-104. Construction Against Implicit Repeal.

   This Act being a general act intended as a unified coverage of
its subject matter no part of it shall be deemed to be impliedly 
repealed by subsequent legislation if such construction can 
reasonably be avoided.

1-105. Territorial Application of the Act; Parties' Power to
Choose Applicable Law.

   (1) 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 or of such other state or nation shall govern
their rights and duties. Failing such agreement this Act applies
to transactions bearing an appropriate relation to this state.

   (2) Where one of the following provisions of this Act
specifies the applicable law, that provision governs and a 
contrary agreement is effective only to the extent permitted by 
the law (including the conflict of laws rules) so specified:
Rights of creditors against sold goods: Section 2-402. 
Applicability of the Article on Leases: Sections 2A-105 and
2A-106. 

Applicability of the Article on Bank Deposits and 
Collections: Section 4-102. 
Governing Law in the Article on Funds Transfers: Section 4A-507.
Bulk sales subject to the Article on Bulk Sales: Section 6-103.
[If a state adopts the repealer of Article 6, this item should be 
deleted.] 

Applicability of the Article on Investment Securities: Section 
8-106. 

Perfection provisions of the Article on Secured Transactions: 
Section 9-103.

1-106. Remedies to Be Liberally Administered.

   (1) The remedies provided by this Act shall 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 nor penal damages may be had
except as specifically provided in this Act or by other rule of
law.

   (2) Any right or obligation declared by this Act is
enforceable by action unless the provision declaring it specifies 
a different and limited effect.

1-107. Waiver or Renunciation of Claim or Right After Breach.

   Any claim or right arising out of an alleged breach can be
discharged in whole or in part without consideration by a written 
waiver or renunciation signed and delivered by the aggrieved 
party.

1-108. Severability.

   If any provision or clause of this Act or application thereof 
to any person or circumstances is held invalid, such invalidity 
shall not affect other provisions or applications of the Act 
which can be given effect without the invalid provision or
application, and to this end the provisions of this Act are
declared to be severable.

1-109. Section Captions.

   Section captions are parts of this Act.

PART 2
GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION

1-201. General Definitions.

   Subject to additional definitions contained in the subsequent
Articles of this Act which are applicable to specific Articles or 
Parts thereof, and unless the context otherwise requires, in this 
Act:


   (1)  "Action" in the sense of a judicial proceeding includes
recoupment, counterclaim, set-off, suit in equity and any other 
proceedings in which rights are determined.

   (2)  "Aggrieved party" means a party entitled to resort to a
remedy.

   (3)  "Agreement" means the bargain of the parties in fact as
found in their language or by implication from other 
circumstances including course of dealing or usage of trade or 
course of performance as provided in this Act (Sections 1-205 and
2-208). Whether an agreement has legal consequences is determined
by the provisions of this Act, if applicable; otherwise by the 
law of contracts (Section 1-103). (Compare "Contract".)

   (4) "Bank" means any person engaged in the business of 
banking.

/* As with other definitions within the UCC, this definition does 
not require that the person be properly licensed to do a banking 
business. If a persons acts as a bank, regardless of the legality 
of that for criminal purposes, the UCC will treat them as a 
"bank" for contract law purposes. */

   (5) "Bearer" means the person in possession of an instrument,
document of title, or certificated security payable to bearer or
indorsed in blank.

   (6) "Bill of lading" means a document evidencing the receipt
of goods for shipment issued by a person engaged in the business 
of transporting or forwarding goods, and includes an airbill.
"Airbill" means a document serving for air transportation as a
bill of lading does for marine or rail transportation, and
includes an air consignment note or air waybill.

   (7) "Branch" includes a separately incorporated foreign branch
of a bank.

   (8) "Burden of establishing" a fact means the burden of
persuading the triers of fact that the existence of the fact is
more probable than its nonexistence.

   (9) "Buyer in ordinary course of business" means a person who
in good faith and without knowledge that the sale to him is in 
violation of the ownership rights or security interest of a third 
party in the goods buys in ordinary course from a person in the 
business of selling goods of that kind but does not include a 
pawnbroker. All persons who sell minerals or the like (including 
oil and gas) at wellhead or minehead shall be deemed to be 
persons in the business of selling goods of that kind. "Buying"
may be for cash or by exchange of other property or on secured or
unsecured credit and includes receiving goods or documents of 
title under a preexisting contract for sale but does not include 
a transfer in bulk or as security for or in total or partial 
satisfaction of a money debt.

    (10) "Conspicuous" A term of clause is conspicuous when it is
so written that a reasonable person against whom it is to operate 
ought to have noticed it. A printed heading in capitals (as: 
Non-Negotiable Bill of Lading) is conspicuous. Language in
the body of a form is "conspicuous" if it is in larger or other
contrasting type or color. But in a telegram any stated term is 
"conspicuous". Whether a term or clause is "conspicuous" or not 
is for decision by the court.

/* Taking consideration of this away from the jury. */

    (11) "Contract" means the total legal obligation which
results from the parties' agreement as affected by this Act and 
any other applicable rules of law. (Compare "Agreement".)

    (12) "Creditor" includes a general creditor, a secured
creditor, a lien creditor and any representative of creditors, 
including an assignee for the benefit of creditors, a
trustee in bankruptcy, a receiver in equity and an executor or
administrator of an insolvent debtor's or assignor's estate.

    (13) "Defendant" includes a person in the position of
defendant in a cross-action or counterclaim.

    (14) "Delivery" with respect to instruments, documents of
title, chattel paper, or certificated securities means voluntary 
transfer of possession.

    (15) "Document of title" includes bill of lading, dock
warrant, dock receipt, warehouse receipt or order for the 
delivery of goods, and also any other document which in the 
regular course of business or financing is treated as adequately 
evidencing that the person in possession of it is entitled to 
receive, hold and dispose of the document and the goods it 
covers. To be a document of title a document must purport to be 
issued by or addressed to a bailee and purport to cover goods in 
the bailee's possession which are either identified or are 
fungible portions of an identified mass.

    (16) "Fault" means wrongful act, omission or breach.

    (17) "Fungible" with respect to goods or securities means
goods or securities of which any unit is, by nature or usage of 
trade, the equivalent of any other like unit. Goods which are not 
fungible shall be deemed fungible for the purposes of this Act
to the extent that under a particular agreement or document
unlike units are treated as equivalents.

     (18)  "Genuine" means free of forgery or counterfeiting.

     (19)  "Good faith" means honesty in fact in the conduct or 
transaction concerned.

     (20)  "Holder," with respect to a negotiable instrument, 
means the person in possession if the instrument is payable to 
the bearer or, in the case of an instrument payable to an 
identified person, if the identified person is in possession.  
"Holder" with respect to a document of title means the person in 
possession if the goods are deliverable to bearer or to the order 
of the person in possession.

     (21)  To "honor" is to pay or to accept and pay, or where a 
credit so engages to purchase or discount a draft complying with 
the terms of credit.

     (22)  "Insolvency proceedings" includes any assignment for 
the benefit of creditors or other proceedings intended to 
liquidate or rehabilitate the estate of the person involved.

     (23)  A person is "insolvent" who either has ceased to pay 
his debts in the ordinary course of business or cannot pay his 
debts as they become due or is insolvent within the meaning of 
the federal bankruptcy law.

/* Two definitions of one term: The equity test (not paying in 
the ordinary course of business) is used here, althhough 
allowances are made for balance sheet insolvency. This is one 
area in which the UCC is lacking. It is one thing to define terms 
in a special way for the purpose of making a codification of law. 
This definition incorporates another law by reference, making it 
difficult to understand the UCC meaning of the word by sole 
reference to the UCC. */ 


     (24)  "Money" means a medium of exchange authorized or 
adopted by a domestic or foreign government as a part of its 
currency.

     (25)  A person has "notice" of a fact when

     (a)  he has actual knowledge of it; or

     (b)  he has received a notice or notification of it; or

     (c)  from all the facts and circumstances known to him at 
the time in question he has reason to know that it exists.

     A person "knows" or has "knowledge" of a fact when he has 
actual knowledge of it.  "Discover" or "learn" or a word or 
phrase of similar import refers to knowledge rather than to 
reason to know.  The time and circumstances under which a notice 
or notification may cease to be effective are not determined by 
this Act.

     (26)  A person "notifies" or "gives" a notice or 
notification to another by taking such steps as may be reasonably 
required to inform the other in ordinary course whether or not 
such other actually comes to know of it.  A person "receives" a 
notice or notification when

     (a)  it comes to his attention; or

     (b)  it is duly delivered at the place of business through 
which the contract was made or at any other place held out by him 
as the place for receipt of such communications.

     (27)  Notice, knowledge or a notice or notification received 
by an organization is effective for a particular transaction from 
the time when it is brought to the attention of the individual 
conducting that transaction, and in any event from time to time 
when it would have been brought to his attention if the 
organization had exercised due diligence if it maintains 
reasonable routines for communicating significant information to 
the person conducting the transaction and there is reasonable 
compliance with the routines.  Due diligence does not require an 
individual acting for the organization to communicate information 
unless such communication is part of his regular duties or unless 
he has reason to know of the transaction and that the transaction 
would be materially affected by the information.

/* This definition appears to eliminate the use of the doctrine 
of "forgotten notice" in which large companies seek to avoid the 
effect of a notice that they received due to the fact that 
someone resigned, etc. */ 

     (28)  "Organization" includes a corporation, government or 
governmental subdivision or agency, business trust, estate, 
trust, partnership or association, two or more persons having a 
joint or common interest, or any other legal or commercial 
entity.

     (29)  "Party", as distinct from "third party", means a 
person who has engaged in a transaction or made an agreement 
within this Act.

     (30)  "Person" includes an individual or an organization 
(See Section 1-102).

     (31)  "Presumption" or "presumed" means that the trier of 
fact must find the existence of the fact presumed unless and 
until evidence is introduced which would support a finding of its 
non-existence.

     (32)  "Purchase" includes taking by sale, discount, 
negotiation, mortgage, pledge, lien, issue or re-issue, gift or 
any other voluntary transaction creating an interest in property.

     (33)  "Purchaser" means a person who takes by purchase.

     (34)  "Remedy" means any remedial right to which an 
aggrieved party is entitled with or without resort to a tribunal.

     (35)  "Representative" includes an agent, an officer of a 
corporation or association, and a trustee, executor or 
administrator of an estate, or any other person empowered to act 
for another.

     (36)  "Rights" includes remedies.

     (37)  "Security interest" means an interest in personal 
property or fixtures which secures payment or performance of an 
obligation.  The retention or reservation of title by a seller of 
goods notwithstanding shipment or delivery to the buyer (Section 
2-401) is limited in effect to a reservation of a "security 
interest".  The term also includes any interest of a buyer of 
accounts or chattel paper which is subject to Article 9.  The 
special property interest of a buyer of goods on identification 
of those goods to a contract for sale under section 2-401 is not 
a "security interest", but a buyer may also acquire a "security 
interest" by complying with Article 9.  Unless a consignment is 
intended as security, reservation of title thereunder is not a 
"security interest", but a consignment in any event is subject to 
the provisions on consignment sales (Section 2-326).

     Whether a transaction creates a lease or security interest 
is determined by the facts of each case; however, a transaction 
creates a security interest if the consideration the lessee is to 
pay the lessor for the right to possession and use of the goods 
is an obligation for the term of the lease not subject to 
termination by the lessee, and

     (a)  the original term of the lease is equal to or greater 
than the remaining economic life of the goods,

     (b)  the lessee is bound to renew the lease for the 
remaining economic life of the goods or is bound to become the 
owner of the goods,

     (c)  the lessee has an option to renew the lease for the 
remaining economic life of the goods for no additional 
consideration or nominal additional consideration upon compliance 
with the lease agreement, or

     (d)  the lessee has an option to become the owner of the 
goods for no additional consideration or nominal additional 
consideration upon compliance with the lease agreement.

A transaction does not create a security interest merely because 
it provides that

     (a)  the present value of the consideration the lessee is 
obligated to pay the lessor for the right to possession and use 
of the goods is substantially equal to or is greater than the 
fair market value of the goods at the time the lease is entered 
into,

     (b)  the lessee, assumes risk of loss of the goods, or 
agrees to pay taxes, insurance, filing, recording, or 
registration fees, or service or maintenance costs with respect 
to the goods,

     (c)  the lessee has an option to renew the lease or to 
become the owner of the goods, 

     (d)  the lessee has an option to renew the lease for a fixed 
rent that is equal to or greater than the reasonably predictable 
fair market rent of the use of to goods for the term of the 
renewal at the time the option is to be performed, or

     (e)  the lessee has an option to become the owner of the 
goods for a fixed price that is equal to or greater than the 
reasonably predictable fair market value of the goods at the time 
the option is to be performed.

For purposes of this subsection (37):

     (x)  Additional consideration is not nominal if (1) when the 
option to renew the lease is granted to the lessee the rent is 
stated to be the fair market rent for the use of the goods for 
the term of the renewal determined at the time the option is to 
be performed, or (ii) when the option to become the owner of the 
goods is granted to the lessee the price is stated to be the fair 
market value of the goods determined at the time the option is to 
be performed.  Additional consideration is nominal if it is less 
than the lessee's reasonably predictable cost of performing under 
the lease agreement if the option is not exercised;

     (y)  "Reasonably predictable" and "remaining economic life 
of the goods" are to be determined with reference to the facts 
and circumstances at the time the transaction is entered into; 
and

     (z)  "Present value" means the amount as of a date certain 
of one or more sums payable in the future, discounted to the 
date certain.  The discount is determined by the interest rate 
specified by the parties if the rate is not manifestly 
unreasonable at the time the transaction is entered into; 
otherwise, the discount is determined by a commercially 
reasonable rate that takes into account the facts and 
circumstances of each case at the time the transaction was 
entered into.

     (38)  "Send" in connection with any writing or notice means 
to deposit in the mail or deliver for transmission by any other 
usual means of communication with postage or cost of transmission  
provided for and properly addressed and in the case of an 
instrument to an address specified thereon or otherwise agreed, 
or if there be none to any address reasonable under the 
circumstances.  The receipt of any writing or notice within the 
time at which it would have arrived if properly sent had the 
effect of a proper sending.

     (39)  "Signed" includes any symbol executed or adopted by a 
party with present intention to authenticate a writing.

     (40)  "Surety" includes guarantor.

     (41)  "Telegram" includes a message transmitted by radio, 
teletype, cable, any mechanical method of transmission, or the 
like.

     (42)  "Term" means that portion of an agreement which 
relates to a particular matter.

     (43)  "Unauthorized" signature or indorsement means one made 
without actual, implied or apparent authority and includes a 
forgery.

     (44)  "Value".  Except as otherwise provided with respect to 
negotiable instruments and bank collections (Sections 3-303, 
4-210 and 4-211) a person gives "value" for fights if he acquires 
them

     (a)  in return for abiding commitment to extend credit or 
for the extension of immediately available credit whether or not 
drawn upon and whether or not a charge-back is provided for in 
the event of difficulties in collection; or

     (b)  as security for on in total or partial satisfaction of 
a re-existing claim; or

     (c)  by accepting delivery pursuant to a pre-existing 
contract for purchase; or

     (d)  generally, in return for any consideration sufficient 
to support a simple contract.

     (45)  "Warehouse receipt" means a receipt issued by a person 
engaged in the business of storing goods for hire.

     (46)  "Written" or "writing" includes printing, typewriting 
or any other intentional reduction to tangible form.

1-202.  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 issued by a third 
party shall be prima facie evidence of its own authenticity and 
genuineness and of the facts stated in the document by the third 
party.

1-203.  Obligation of good faith.

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

1-204.  Time; Reasonable Time; "Seasonable".
     (1)  Whenever this Act requires any action to be take within 
a reasonable time, ant time which is not manifestly unreasonable 
may be fixed by agreement.

     (2)  What is a reasonable time for taking any action depends 
on the nature, purpose and circumstances of such action.

     (3)  An action is taken "seasonably" when it is taken at or 
within the time agreed or if no time is agreed at or within a 
reasonable time.

1-205.  Course of dealing and Usage of Trade.

     (1)  A course of dealing is a sequence of previous conduct 
between the parties to a particular transaction which is fairly 
to be regarded as establishing a common basis of understanding 
for interpreting their expressions and other conduct.

     (2)  A usage of trade is any practice or method of dealing 
having such regularity of observance in a place, vocation or 
trade as to justify an expectation that it will be observed with 
respect to the transaction in question.  The existence and scope 
of such a usage are to be proved as facts.  If it is established 
that such a usage is embodied in a written trade code or similar 
writing the interpretation of the writing is for the court.

/* Another place where the UCC mandates that certain issues are 
legal ones and are to be ruled on by the Court instead of by a 
jury. */

     (3)  A course of dealing between parties and any usage of 
trade in the vocation or trade in which they are engaged or of 
which they are or should be aware give particular meaning to and 
supplement or qualify terms of an agreement.

     (4)  The express terms of an agreement and an applicable 
course of dealing or usage of trade shall be construed wherever 
reasonable as consistent with each other; but when such 
construction is unreasonable express terms control both course of 
dealing and usage of trade and course of dealing controls usage 
of trade.

     (5)  An applicable usage of trade in the place where any 
part of performance is to occur shall be used in interpreting the 
agreement as to that part of the performance.

     (6)  Evidence of a relevant usage of trade in the place 
where any part of performance is to occur shall be used in 
interpreting the agreement as to that part of the performance.

1-206.  Statute of frauds for Kinds of Personal Property Not 
Otherwise Covered.

     (1)  Except in the cases described in subsection (2) of this 
section a contract for the sale of personal property is not 
enforceable by way of action or defense beyond five thousand 
dollars in amount or value of remedy unless there is some writing 
which indicates that a contract for sale has been made between 
the parties at a defined or stated price, reasonably identifies 
the subject matter, and is signed by the party against whom 
enforcement is sought or by his authorized agent.  

/* The UCC is not the same from state to state, and this section 
in the "generic" draft uses $5,000. Other states use $500 or 
other amounts. */


     (2)  Subsection (1) of this section does not apply to 
contacts for the sale of goods (Section 2-201) nor of securities 
(Section 8-319) nor to security agreements (Section 9-203).


1-207.  Performance or acceptance under Reservation of Rights.

     (1)  A party who, 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 words as "without prejudice",
"under protest" or the like are sufficient.

     (2)  Subsection n(1) does not apply to an accord and 
satisfaction.


1-208.  Option to Accelerate at Will.

     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 shall be construed to 
mean that he shall have power to do so only if he in good faith 
believes that the prospect of payment or performance is impaired.  
The burden of establishing lack of good faith is on the party 
against whom the power has been exercised.

1-209.  Subordinated Obligations.

     An obligation may be issued as subordinated to payment of 
another obligation of the person obligated, or a creditor may 
subordinate his right to payment of an obligation by agreement 
with either the person obligated or another creditor of the 
person obligated.  Such a subordination does not create a 
security interest as against either the common debtor or a 
subordinated creditor.  This section shall be construed as 
declaring the law as it existed prior to the enactment of this 
section and not as modifying it.
      

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U.C.C. Code