7-2-106
Section 7-2-106 Definitions: "Contract"; "agreement"; "contract for
sale"; "sale"; "present sale"; "conforming" to contract;
"termination"; "cancellation." (1) In this article 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 future time. A "sale" consists in
the passing of title from the seller to the buyer for a price (Section 7-2-401). A "present
sale" means a sale which is accomplished by the making of the contract. (2) Goods or
conduct including any part of a performance are "conforming" or "conform to
the contract" when they are in accordance with the obligations under the contract. (3)
"Termination" occurs when either party pursuant to a power created by agreement
or law puts an end to the contract otherwise than for its breach. On "termination"
all obligations which are still executory on both sides are...
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7-2-314
Section 7-2-314 Implied warranty: Merchantability; usage of trade; human blood and tissues.
(1) Unless excluded or modified (Section 7-2-316), a warranty that the goods shall be merchantable
is implied in a contract for their sale if the seller is a merchant with respect to goods
of that kind. Under this section the serving for value of food or drink to be consumed either
on the premises or elsewhere is a sale. (2) Goods to be merchantable must be at least such
as: (a) Pass without objection in the trade under the contract description; and (b) In the
case of fungible goods, are of fair average quality within the description; and (c) Are fit
for the ordinary purposes for which such goods are used; and (d) Run, within the variations
permitted by the agreement, of even kind, quality and quantity within each unit and among
all units involved; and (e) Are adequately contained, packaged, and labeled as the agreement
may require; and (f) Conform to the promises or affirmations of fact made on...
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7-2-702
Section 7-2-702 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 contract, and stop delivery under this article
(Section 7-2-705). (2) Where the seller discovers that the buyer has received goods on credit
while insolvent he may reclaim the goods upon demand made within 10 days after the receipt,
but if misrepresentation of solvency has been made to the particular seller in writing within
three months before delivery the 10-day limitation does not apply. Except as provided in this
subsection the seller may not base a right to reclaim goods on the buyer's fraudulent or innocent
misrepresentation of solvency or of intent to pay. (3) The seller's right to reclaim under
subsection (2) is subject to the rights of a buyer in ordinary course or other good faith
purchaser or lien creditor under this article (Section 7-2-403)....
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7-2-712
Section 7-2-712 "Cover"; buyer's procurement of substitute goods. (1) After a breach
within Section 7-2-711, 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 buyer may recover from the seller as damages the difference
between the cost of cover and the contract price together with any incidental or consequential
damages as hereinafter defined (Section 7-2-715), but less expenses saved in consequence of
the seller's breach. (3) Failure of the buyer to effect cover within this section does not
bar him from any other remedy. (Acts 1965, No. 549, p. 811.)...
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7-2A-218
Section 7-2A-218 Insurance and proceeds. (1) A lessee obtains an insurable interest when existing
goods are identified to the lease contract even though the goods identified are nonconforming
and the lessee has an option to reject them. (2) If a lessee has an insurable interest only
by reason of the lessor's identification of the goods, the lessor, until the lessor's default
or insolvency or notification to the lessee that identification is final, may substitute other
goods for those identified. (3) Notwithstanding a lessee's insurable interest under subsections
(1) and (2), the lessor retains an insurable interest until an option to buy has been exercised
by the lessee and risk of loss has passed to the lessee. For this purpose the option to buy
shall be deemed to have been exercised by the lessee when the resulting sale is closed, not
when the lessee gives notice to the lessor of the lessee's intention to exercise the option.
(4) Nothing in this section impairs any insurable interest...
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7-2A-305
Section 7-2A-305 Sale or sublease of goods by lessee. (1) Subject to the provisions of Section
7-2A-303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains,
to the extent of the interest transferred, the leasehold interest in the goods that the lessee
had or had power to transfer, and except as provided in subsection (2) and Section 7-2A-511(4),
takes subject to the existing lease contract. A lessee with a voidable leasehold interest
has power to transfer a good leasehold interest to a good faith buyer for value or a good
faith sublessee for value, but only to the extent set forth in the preceding sentence. When
goods have been delivered under a transaction of lease the lessee has that power even though:
(a) the lessor was deceived as to the identity of the lessee; (b) the delivery was in exchange
for a check which is later dishonored; or (c) the delivery was procured through fraud punishable
as larcenous under the criminal law. (2) A buyer in the...
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7-2A-308
Section 7-2A-308 Special rights of creditors. (1) A creditor of a lessor in possession of goods
subject to a lease contract may treat the lease contract as void if as against the creditor
retention of possession by the lessor is fraudulent under any statute or rule of law, but
retention of possession in good faith and current course of trade by the lessor for a commercially
reasonable time after the lease contract becomes enforceable is not fraudulent. (2) Nothing
in this article impairs the rights of creditors of a lessor if the lease contract is made
under circumstances which under any statute or rule of law apart from this article would constitute
the transaction a fraudulent transfer or voidable preference. (3) A creditor of a seller may
treat a sale or an identification of goods to a contract for sale as void if as against the
creditor retention of possession by the seller is fraudulent under any statute or rule of
law, but retention of possession of the goods pursuant to a lease...
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7-2A-511
Section 7-2A-511 Merchant lessee's duties as to rightfully rejected goods. (1) Subject to any
security interest of a lessee (Section 7-2A-508(5)), if a lessor or a supplier has no agent
or place of business at the market of rejection, a merchant lessee, after rejection of goods
in his or her possession or control, shall follow any reasonable instructions received from
the lessor or the supplier with respect to the goods. In the absence of those instructions,
a merchant lessee shall make reasonable efforts to sell, lease, or otherwise dispose of the
goods for the lessor's account if they threaten to decline in value speedily. Instructions
are not reasonable if on demand indemnity for expenses is not forthcoming. (2) If a merchant
lessee (subsection (1)) or any other lessee (Section 7-2A-512) disposes of goods, he or she
is entitled to reimbursement either from the lessor or the supplier or out of the proceeds
for reasonable expenses of caring for and disposing of the goods and, if the...
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7-2A-522
Section 7-2A-522 Lessee's right to goods on lessor's insolvency. (1) Subject to subsection
(2) and even though the goods have not been shipped, a lessee who has paid a part or all of
the rent and security for goods identified to a lease contract (Section 7-2A-217) on making
and keeping good a tender of any unpaid portion of the rent and security due under the lease
contract may recover the goods identified from the lessor if the lessor becomes insolvent
within 10 days after receipt of the first installment of rent and security. (2) A lessee acquires
the right to recover goods identified to a lease contract only if they conform to the lease
contract. (Acts 1992, 2nd Ex. Sess., No. 92-700, p. 92, §522.)...
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7-7-104
Section 7-7-104 Negotiable and nonnegotiable document of title. (a) Except as otherwise provided
in subsection (c), a document of title is negotiable if by its terms the goods are to be delivered
to bearer or to the order of a named person. (b) A document of title other than one described
in subsection (a) is nonnegotiable. A bill of lading that states that the goods are consigned
to a named person is not made negotiable by a provision that the goods are to be delivered
only against an order in a record signed by the same or another named person. (c) A document
of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend,
however expressed, that it is nonnegotiable. (Prior version of this section added by Acts
1965, No. 549, p. 811; repealed by Act 2004-315, p. 464, §1; current section added by Act
2004-315, p. 464, §1.)...
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