reglab/housing_qa huggingface dataset:
HI Rev Stat § 490:2-201 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-201 Formal requirements; statute of frauds.

  §490:2-201 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 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.  (2) Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ten days after it is received.  (3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:  (a) If the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or  (b) If the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or  (c) With respect to goods for which payment has been made and accepted or which have been received and accepted (section 490:2-606). [L 1965, c 208, §2-201; HRS §490:2-201] Case Notes  Defendant's motion to dismiss based on statute of frauds denied. 691 F. Supp. 247.  Validation of contract by receipt and acceptance of goods. 2 H. App. 253, 630 P.2d 638.  Subsection (3)'s specially manufactured goods exception applied to orally modified contract if seller and remaining goods described in orally modified contract satisfied the five requirements specified in subsection (3)(a). 10 H. App. 368, 874 P.2d 1100.
HI Rev Stat § 490:2-202 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-202 Final written expression: parol or extrinsic evidence.

  §490:2-202 Final written expression: parol or extrinsic evidence. Terms with respect to which the confirmatory memoranda of the parties agree or that are otherwise set forth in a writing 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 prior agreement or of a contemporaneous oral agreement but may be explained or supplemented by:  (a) Course of performance, course of dealing, or usage of trade (section 490:1-303); and  (b) Evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement. [L 1965, c 208, §2-202; HRS §490:2-202; am L 2004, c 162, §5] Case Notes  Where written contract is ambiguous as to amount of payment due on delivery, it is proper for court to hear extrinsic evidence to determine intent. 577 F.2d 568.  Mentioned with respect to finality of a written agreement entered into by an association of owners of a condominium. 2 H. App. 285, 630 P.2d 652.  Written lease could be supplemented by oral option to buy. 4 H. App. 1, 658 P.2d 343.  Lease intended to be complete and parol evidence regarding intent excluded. 4 H. App. 341, 666 P.2d 622.
HI Rev Stat § 490:2-203 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-203 Seals inoperative.

  §490:2-203 Seals inoperative. The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer. [L 1965, c 208, §2-203; HRS §490:2-203]
HI Rev Stat § 490:2-204 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-204 Formation in general.

  §490:2-204 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 even though the moment of its making is undetermined.  (3) Even though one or more terms are left open a contract for sales does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy. [L 1965, c 208, §2-204; HRS §490:2-204] Case Notes  Agreement established by conduct. 2 H. App. 253, 630 P.2d 638.
HI Rev Stat § 490:2-205 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-205 Firm offers.

  §490:2-205 Firm offers. An offer by a merchant to buy or sell goods in a signed writing 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 irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror. [L 1965, c 208, §2-205; HRS §490:2-205]
HI Rev Stat § 490:2-206 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-206 Offer and acceptance in formation of contract.

  §490:2-206 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 order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.  (2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance. [L 1965, c 208, §2-206; HRS §490:2-206] Case Notes  Use of "purchase order" is effective acceptance. 56 H. 466, 540 P.2d 978.
HI Rev Stat § 490:2-207 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-207 Additional terms in acceptance or confirmation.

  §490:2-207 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 agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.  (2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:  (a) The offer expressly limits acceptance to the terms of the offer;  (b) They materially alter it; or  (c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.  (3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this chapter. [L 1965, c 208, §2-207; HRS §490:2-207] Case Notes  Definite acceptance is counteroffer only as to additional terms. 56 H. 466, 540 P.2d 978.
HI Rev Stat § 490:2-208 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-208 REPEALED.

  §490:2-208 REPEALED. L 2004, c 162, §16.
HI Rev Stat § 490:2-209 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-209 Modification, rescission and waiver.

  §490:2-209 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 cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.  (3) The requirements of the statute of frauds section of this article (section 490:2-201) must be satisfied if the contract as modified is within its provisions.  (4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.  (5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver. [L 1965, c 208, §2-209; HRS §490:2-209]
HI Rev Stat § 490:2-210 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-210 Delegation of performance; assignment of rights.

  §490:2-210 Delegation of performance; assignment of rights.  (1) A party may perform the party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the other party's original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.  (2) Except as otherwise provided in section 490:9-406, unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the other party by the other party's contract, or impair materially the other party's chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of the assignor's entire obligation can be assigned despite agreement otherwise.  (3) The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but:  (a) The seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and  (b) A court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.  (4) Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance.  (5) An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.  (6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to the other party's rights against the assignor demand assurances from the assignee (section 490:2-609). [L 1965, c 208, §2-210; HRS §490:2-210; am L 2000, c 241, §12 and gen ch 2000]
HI Rev Stat § 490:2-301 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-301 General obligation of parties.

Law Journals and Reviews Products Liability in Hawaii. 14 HBJ 127.  §490:2-301 General obligation 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. [L 1965, c 208, §2-301; HRS §490:2-301]
HI Rev Stat § 490:2-302 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-302 Unconscionable contract or clause.

  §490:2-302 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 without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.  (2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination. [L 1965, c 208, §2-302; HRS §490:2-302] Law Journals and Reviews  A "Traditional" and "Behavioral" Law-and-Economics Analysis of Williams v. Walker-Thomas Furniture Company. 26 UH L. Rev. 441. Case Notes  Discussed, where arbitration agreement was not procedurally or substantively unconscionable. 381 F. Supp. 2d 1274.  When unconscionability is issue, hearing is mandatory, but need not be separate hearing. 56 H. 466, 540 P.2d 978.  This section is solely applicable to commercial transactions concerning the sale of goods; as case did not involve a commercial transaction relating to the sale of goods, this section was inapplicable to the rescission of a release in a personal injury action; thus, trial court did not err in declining to apply this section in its determination whether the release was unconscionable. 111 H. 413, 142 P.3d 277.
HI Rev Stat § 490:2-303 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-303 Allocation or division of risks.

  §490:2-303 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. [L 1965, c 208, §2-303; HRS §490:2-303]
HI Rev Stat § 490:2-304 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-304 Price payable in money, goods, realty or otherwise.

  §490:2-304 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 is to transfer.  (2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to this article, but not the transfer of the interest in realty or the transferor's obligations in connection therewith. [L 1965, c 208, §2-304; HRS §490:2-304]
HI Rev Stat § 490:2-305 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-305 Open price term.

  §490:2-305 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 for delivery if:  (a) Nothing is said as to price; or  (b) The price is left to be agreed by the parties and they fail to agree; or  (c) The price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.  (2) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.  (3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price.  (4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account. [L 1965, c 208, §2-305; HRS §490:2-305]
HI Rev Stat § 490:2-306 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-306 Output, requirements and exclusive dealings.

  §490:2-306 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 any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.  (2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale. [L 1965, c 208, §2-306; HRS §490:2-306]
HI Rev Stat § 490:2-307 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-307 Delivery in single lot or several lots.

  §490:2-307 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 lots the price if it can be apportioned may be demanded for each lot. [L 1965, c 208, §2-307; HRS §490:2-307]
HI Rev Stat § 490:2-308 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-308 Absence of specified place for delivery.

  §490:2-308 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 has none his residence; but  (b) In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and  (c) Documents of title may be delivered through customary banking channels. [L 1965, c 208, §2-308; HRS §490:2-308]
HI Rev Stat § 490:2-309 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-309 Absence of specific time provisions; notice of termination.

  §490:2-309 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 but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.  (3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable. [L 1965, c 208, §2-309; HRS §490:2-309] Case Notes  Distributorship agreement did not require good cause for non-renewal. 775 F. Supp. 1329.  Subsection (1) cited as requiring delivery within a reasonable time. 60 H. 12, 586 P.2d 1024.
HI Rev Stat § 490:2-310 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-310 Open time for payment or running of credit; authority to ship under reservation.

  §490:2-310 Open time for payment or running of credit; authority to ship under reservation. Unless otherwise agreed:  (a) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery;  (b) If the seller is authorized to send the goods the seller may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (section 490:2-513);  (c) If delivery is authorized and made by way of documents of title otherwise than by [paragraph] (b), then payment is due regardless of where the goods are to be received:  [(i)] At the time and place at which the buyer is to receive delivery of the tangible documents; or  [(ii)] At the time the buyer is to receive delivery of the electronic documents and at the seller's place of business or if none, the seller's residence; and  (d) Where the seller is required or authorized to ship the goods on credit, the credit period runs from the time of shipment but postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period. [L 1965, c 208, §2-310; HRS §490:2-310; am L 2004, c 163, §6; gen ch 2004]
HI Rev Stat § 490:2-311 (2021)
2021 Hawaii Revised Statutes|Title 27. Uniform Commercial Code|490. Uniform Commercial Code|490:2-311 Options and cooperation respecting performance.

  §490:2-311 Options and cooperation respecting performance. (1) An agreement for sale which is otherwise sufficiently definite (subsection (3) of section 490:2-204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.  (2) Unless otherwise agreed specifications relating to assortment of the goods are at the buyer's option and except as otherwise provided in subsections (1)(c) and (3) of section 490:2-319 specifications or arrangements relating to shipment are at the seller's option.  (3) Where such specification would materially affect the other party's performance but is not seasonably made or where one party's cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies:  (a) Is excused for any resulting delay in his own performance; and  (b) May also either proceed to perform in any reasonable manner or after the time for a material part of his own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods. [L 1965, c 208, §2-311; HRS §490:2-311]