reglab/housing_qa huggingface dataset:
DC Code § 28:1-308 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 1 - General Provisions|Part III - Territorial Applicability and General Rules|§ 28:1-308. Performance or acceptance under reservation of rights

(a) A party that with explicit reservation of rights performs, 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. (b) Subsection (a) of this section does not apply to an accord and satisfaction.  (Dec. 30, 1963, 77 Stat. 637, Pub. L. 88-243, § 1; Mar. 23, 1995, D.C. Law 10-249, § 2(b)(2), 42 DCR 467; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)  Prior Codifications 2001 Ed., § 28:1-207. 1981 Ed., § 28:1-207. Uniform Commercial Code Comment Source: Former Section 1-207. Changes from former law: This section is identical to former Section 1-207. 1. This section provides machinery for the continuation of performance along the lines contemplated by the contract despite a pending dispute, by adopting the mercantile device of going ahead with delivery, acceptance, or payment “without prejudice,” “under protest,” “under reserve,” “with reservation of all our rights,” and the like. All of these phrases completely reserve all rights within the meaning of this section. The section therefore contemplates that limited as well as general reservations and acceptance by a party may be made “subject to satisfaction of our purchaser,” “subject to acceptance by our customers,” or the like. 2. This section does not add any new requirement of language of reservation where not already required by law, but merely provides a specific measure on which a party can rely as that party makes or concurs in any interim adjustment in the course of performance. It does not affect or impair the provisions of this Act such as those under which the buyer’s remedies for defect survive acceptance without being expressly claimed if notice of the defects is given within a reasonable time. Nor does it disturb the policy of those cases which restrict the effect of a waiver of a defect to reasonable limits under the circumstances, even though no such reservation is expressed. The section is not addressed to the creation or loss of remedies in the ordinary course of performance but rather to a method of procedure where one party is claiming as of right something which the other believes to be unwarranted. 3. Subsection (b) states that this section does not apply to an accord and satisfaction. Section 3-311 governs if an accord and satisfaction is attempted by tender of a negotiable instrument as stated in that section. If Section 3-311 does not apply, the issue of whether an accord and satisfaction has been effected is determined by the law of contract. Whether or not Section 3-311 applies, this section has no application to an accord and satisfaction.
DC Code § 28:1-309 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 1 - General Provisions|Part III - Territorial Applicability and General Rules|§ 28:1-309. 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 that the party has power to do so only if that party 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 which the power has been exercised.  (Dec. 30, 1963, 77 Stat. 637, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)  Prior Codifications 2001 Ed., § 28:1-208. 1981 Ed., § 28:1-208. 1973 Ed., § 28:1-208. Uniform Commercial Code Comment Source: Former Section 1-208. Changes from former law: Except for minor stylistic changes, this section is identical to former Section 1-208. 1. The common use of acceleration clauses in many transactions governed by the Uniform Commercial Code, including sales of goods on credit, notes payable at a definite time, and secured transactions, raises an issue as to the effect to be given to a clause that seemingly grants the power to accelerate at the whim and caprice of one party. This section is intended to make clear that despite language that might be so construed and which further might be held to make the agreement void as against public policy or to make the contract illusory or too indefinite for enforcement, the option is to be exercised only in the good faith belief that the prospect of payment or performance is impaired. Obviously this section has no application to demand instruments or obligations whose very nature permits call at any time with or without reason. This section applies only to an obligation of payment or performance which in the first instance is due at a future date.
DC Code § 28:2-101 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 2 - Sales|Part I - Short Title, General Construction and Subject Matter|§ 28:2-101. Short title

This article shall be known and may be cited as Uniform Commercial Code — Sales.  (Dec. 30, 1963, 77 Stat. 639, Pub. L. 88-243, § 1.)  Prior Codifications 1981 Ed., § 28:2-101. 1973 Ed., § 28:2-101. Uniform Commercial Code Comment This Article is a complete revision and modernization of the Uniform Sales Act which was promulgated by the National Conference of Commissioners on Uniform State Laws in 1906 and has been adopted in 34 states and Alaska, the District of Columbia and Hawaii. The coverage of the present Article is much more extensive than that of the old Sales Act and extends to the various bodies of case law which have been developed both outside of and under the latter. The arrangement of the present Article is in terms of contract for sale and the various steps of its performance. The legal consequences are stated as following directly from the contract and action taken under it without resorting to the idea of when property or title passed or was to pass as being the determining factor. The purpose is to avoid making practical issues between practical men turn upon the location of an intangible something, the passing of which no man can prove by evidence and to substitute for such abstractions proof of words and actions of a tangible character.
DC Code § 28:2-102 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 2 - Sales|Part I - Short Title, General Construction and Subject Matter|§ 28:2-102. Scope; certain security and other transactions excluded from this article

Unless the context otherwise requires, this article applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.  (Dec. 30, 1963, 77 Stat. 639, Pub. L. 88-243, § 1.)  Prior Codifications 1981 Ed., § 28:2-102. 1973 Ed., § 28:2-102. Uniform Commercial Code Comment Prior Uniform Statutory Provision: Section 75, Uniform Sales Act. Changes: Section 75 has been rephrased. Purposes of Changes and New Matter: To make it clear that: The Article leaves substantially unaffected the law relating to purchase money security such as conditional sale or chattel mortgage though it regulates the general sales aspects of such transactions. “Security transaction” is used in the same sense as in the Article on Secured Transactions (Article 9). Cross Reference: Article 9. Definitional Cross References: “Contract”. Section 1-201. “Contract for sale”. Section 2-106. “Present sale”. Section 2-106. “Sale”. Section 2-106.
DC Code § 28:2-203 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 2 - Sales|Part II - Form, Formation and Readjustment of Contract|§ 28:2-203. 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.  (Dec. 30, 1963, 77 Stat. 642, Pub. L. 88-243, § 1.)  Prior Codifications 1981 Ed., § 28:2-203. 1973 Ed., § 28:2-203. Uniform Commercial Code Comment Prior Uniform Statutory Provision: Section 3, Uniform Sales Act. Changes: Portion pertaining to “seals” rewritten. Purposes of Changes: 1. This section makes it clear that every effect of the seal which relates to “sealed instruments” as such is wiped out insofar as contracts for sale are concerned. However, the substantial effects of a seal, except extension of the period of limitations, may be had by appropriate drafting as in the case of firm offers (see Section 2-205). 2. This section leaves untouched any aspects of a seal which relate merely to signatures or to authentication of execution and the like. Thus, a statute providing that a purported signature gives prima facie evidence of its own authenticity or that a signature gives prima facie evidence of consideration is still applicable to sales transactions even though a seal may be held to be a signature within the meaning of such a statute. Similarly, the authorized affixing of a corporate seal bearing the corporate name to a contractual writing purporting to be made by the corporation may have effect as a signature without any reference to the law of sealed instruments. Cross Reference: Point 1: Section 2-205. Definitional Cross References: “Contract for sale”. Section 2-106. “Goods”. Section 2-105. “Writing”. Section 1-201.
DC Code § 28:2-204 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 2 - Sales|Part II - Form, Formation and Readjustment of Contract|§ 28:2-204. 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 sale 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.  (Dec. 30, 1963, 77 Stat. 643, Pub. L. 88-243, § 1.)  Prior Codifications 1981 Ed., § 28:2-204. 1973 Ed., § 28:2-204. Section References This section is referenced in § 28:2-311. Uniform Commercial Code Comment Prior Uniform Statutory Provision: Sections 1 and 3, Uniform Sales Act. Changes: Completely rewritten by this and other sections of this Article. Purposes of Changes: Subsection (1) continues without change the basic policy of recognizing any manner of expression of agreement, oral, written or otherwise. The legal effect of such an agreement is, of course, qualified by other provisions of this Article. Under subsection (1) appropriate conduct by the parties may be sufficient to establish an agreement. Subsection (2) is directed primarily to the situation where the interchanged correspondence does not disclose the exact point at which the deal was closed, but the actions of the parties indicate that a binding obligation has been undertaken. Subsection (3) states the principle as to “open terms” underlying later sections of the Article. If the parties intend to enter into a binding agreement, this subsection recognizes that agreement as valid in law, despite missing terms, if there is any reasonably certain basis for granting a remedy. The test is not certainty as to what the parties were to do nor as to the exact amount of damages due the plaintiff. Nor is the fact that one or more terms are left to be agreed upon enough of itself to defeat an otherwise adequate agreement. Rather, commercial standards on the point of “indefiniteness” are intended to be applied, this Act making provision elsewhere for missing terms needed for performance, open price, remedies and the like. The more terms the parties leave open, the less likely it is that they have intended to conclude a binding agreement, but their actions may be frequently conclusive on the matter despite the omissions. Cross References: Subsection (1): Sections 1-103, 2-201 and 2-302. Subsection (2): Sections 2-205 through 2-209. Subsection (3): See Part 3. Definitional Cross References: “Agreement”, Section 1-201. “Contract”. Section 1-201. “Contract for sale”. Section 2-106. “Goods”. Section 2-105. “Party”. Section 1-201. “Remedy”. Section 1-201. “Term”. Section 1-201.
DC Code § 28:2-208 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 2 - Sales|Part II - Form, Formation and Readjustment of Contract|§ 28:2-208. Course of performance or practical construction

Repealed.  (Dec. 30, 1963, 77 Stat. 644, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 3(d), 60 DCR 2634.)  Prior Codifications 1981 Ed., § 28:2-208. 1973 Ed., § 28:2-208. Editor's Notes For present law, see § 28:1-303. Uniform Commercial Code Comment Prior Uniform Statutory Provision: No such general provision but concept of this section recognized by terms such as “course of dealing“, ‘’the circumstances of the case,“ ‘’the conduct of the parties,“ etc., in Uniform Sales Act. Purposes: 1. The parties themselves know best what they have meant by their words of agreement and their action under that agreement is the best indication of what that meaning was. This section thus rounds out the set of factors which determines the meaning of the “agreement” and therefore also of the “unless otherwise agreed” qualification to various provisions of this Article. 2. Under this section a course of performance is always relevant to determine the meaning of the agreement. Express mention of course of performance elsewhere in this Article carries no contrary implication when there is a failure to refer to it in other sections. 3. Where it is difficult to determine whether a particular act merely sheds light on the meaning of the agreement or represents a waiver of a term of the agreement, the preference is in favor of “waiver” whenever such construction, plus the application of the provisions on the reinstatement of rights waived (see Section 2-209), is needed to preserve the flexible character of commercial contracts and to prevent surprise or other hardship. 4. A single occasion of conduct does not fall within the language of this section but other sections such as the ones on silence after acceptance and failure to specify particular defects can affect the parties’ rights on a single occasion (see Sections 2-605 and 2-607). Cross References: Point 1: Section 1-201. Point 2: Section 2-202. Point 3: Sections 2-209, 2-601 and 2-607. Point 4: Sections 2-605 and 2-607.
DC Code § 28:2-301 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 2 - Sales|Part III - General Obligation and Construction of Contract|§ 28:2-301. 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.  (Dec. 30, 1963, 77 Stat. 645, Pub. L. 88-243, § 1.)  Prior Codifications 1981 Ed., § 28:2-301. 1973 Ed., § 28:2-301. Uniform Commercial Code Comment Prior Uniform Statutory Provision: Sections 11 and 41, Uniform Sales Act. Changes: Rewritten. Purposes of Changes: This section uses the term “obligation” in contrast to the term “duty” in order to provide for the “condition” aspects of delivery and payment insofar as they are not modified by other sections of this Article such as those on cure of tender. It thus replaces not only the general provisions of the Uniform Sales Act on the parties’ duties, but also the general provisions of that Act on the effect of conditions. In order to determine what is “in accordance with the contract” under this Article usage of trade, course of dealing and performance, and the general background of circumstances must be given due consideration in conjunction with the lay meaning of the words used to define the scope of the conditions and duties. Cross References:Section 1-106. See also Sections 1-205, 2-208, 2-209, 2-508, and 2-612. Definitional Cross References: “Buyer”. Section 2-103. “Contract”. Section 1-201. “Party”. Section 1-201. “Seller”. Section 2-103.
DC Code § 28:2-303 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 2 - Sales|Part III - General Obligation and Construction of Contract|§ 28:2-303. 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.  (Dec. 30, 1963, 77 Stat. 645, Pub. L. 88-243, § 1.)  Prior Codifications 1981 Ed., § 28:2-303. 1973 Ed., § 28:2-303. Uniform Commercial Code Comment Prior Uniform Statutory Provision: None. Purposes: 1. This section is intended to make it clear that the parties may modify or allocate “unless otherwise agreed” risks or burdens imposed by this Article as they desire, always subject, of course, to the provisions on unconscionability. Compare Section 1-102(4). 2. The risk or burden may be divided by the express terms of the agreement or by the attending circumstances, since under the definition of “agreement” in this Act the circumstances surrounding the transaction as well as the express language used by the parties enter into the meaning and substance of the agreement. Cross References: Point 1: Sections 1-102, 2-302. Point 2: Section 1-201. Definitional Cross References: “Party”. Section 1-201. “Agreement”. Section 1-201.
DC Code § 28:2-304 (2021)
2021 District of Columbia Code|Title 28 - Commercial Instruments and Transactions. [Enacted title]|Subtitle I - Uniform Commercial Code|Article 2 - Sales|Part III - General Obligation and Construction of Contract|§ 28:2-304. 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.  (Dec. 30, 1963, 77 Stat. 645, Pub. L. 88-243, § 1.)  Prior Codifications 1981 Ed., § 28:2-304. 1973 Ed., § 28:2-304. Uniform Commercial Code Comment Prior Uniform Statutory Provision: Subsections (2) and (3) of Section 9, Uniform Sales Act. Changes: Rewritten. Purposes of Changes: 1. This section corrects the phrasing of the Uniform Sales Act so as to avoid misconstruction and produce greater accuracy in commercial result. While it continues the essential intent and purpose of the Uniform Sales Act it rejects any purely verbalistic construction in disregard of the underlying reason of the provisions. 2. Under subsection (1) the provisions of this Article are applicable to transactions where the “price” of goods is payable in something other than money. This does not mean, however, that this whole Article applies automatically and in its entirety simply because an agreed transfer of title to goods is not a gift. The basic purposes and reasons of the Article must always be considered in determining the applicability of any of its provisions. 3. Subsection (2) lays down the general principle that when goods are to be exchanged for realty, the provisions of this Article apply only to those aspects of the transaction which concern the transfer of title to goods but do not affect the transfer of the realty since the detailed regulation of various particular contracts which fall outside the scope of this Article is left to the courts and other legislation. However, the complexities of these situations may be such that each must be analyzed in the light of the underlying reasons in order to determine the applicable principles. Local statutes dealing with realty are not to be lightly disregarded or altered by language of this Article. In contrast, this Article declares definite policies in regard to certain matters legitimately within its scope though concerned with real property situations, and in those instances the provisions of this Article control. Cross References: Point 1: Section 1-102. Point 3: Sections 1-102, 1-103, 1-104 and 2-107. Definitional Cross References: “Goods”. Section 2-105. “Money”. Section 1-201. “Party”. Section 1-201. “Seller”. Section 2-103.