reglab/housing_qa huggingface dataset:
TN Code § 47-1-302 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-302. Variation by Agreement

  Except as otherwise provided in subsection (b) or elsewhere in Chapters 1 9 of this title, the effect of provisions of Chapters 1 9 of this title may be varied by agreement.   The obligations of good faith, diligence, reasonableness, and care prescribed by Chapters 1 9 of this title may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever Chapters 1 9 of this title require an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.   The presence in certain provisions of Chapters 1 9 of this title of the phrase “unless otherwise agreed”, or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.
TN Code § 47-1-303 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-303. Course of Performance, Course of Dealing, and Usage of Trade

  A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:  The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and   The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.     A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.   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 must be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.   A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.   Except as otherwise provided in subsection (f), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:  Express terms prevail over course of performance, course of dealing, and usage of trade;   Course of performance prevails over course of dealing and usage of trade; and   Course of dealing prevails over usage of trade.     Subject to § 47-2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.   Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.
TN Code § 47-1-304 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-304. Obligation of Good Faith

 Every contract or duty within Chapters 1 9 of this title imposes an obligation of good faith in its performance and enforcement.
TN Code § 47-1-305 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-305. Remedies to Be Liberally Administered

  The remedies provided by Chapters 1 9 of 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 penal damages may be had except as specifically provided in Chapters 1 9 of this title or by other rule of law.   Any right or obligation declared by Chapters 1 9 of this title is enforceable by action unless the provision declaring it specifies a different and limited effect.
TN Code § 47-1-306 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-306. 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 an authenticated record.
TN Code § 47-1-307 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-307. 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 issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
TN Code § 47-1-308 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-308. Performance or Acceptance Under Reservation of Rights

  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 words as “without prejudice”, “under protest”, or the like are sufficient.   Subsection (a) does not apply to an accord and satisfaction.
TN Code § 47-1-309 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-309. Option to Accelerate at Will

 A term providing that one (1) 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.
TN Code § 47-1-310 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 1 - Uniform Commercial Code — General Provisions|Part 3 - Territorial Applicability and General Rules|§ 47-1-310. 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 the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
TN Code § 47-2-101 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 1 - Short Title, General Construction and Subject Matter|§ 47-2-101. Short Title

 This chapter shall be known and may be cited as Uniform Commercial Code — Sales.
TN Code § 47-2-102 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 1 - Short Title, General Construction and Subject Matter|§ 47-2-102. Scope — Certain Security and Other Transactions Excluded From This Chapter

 Unless the context otherwise requires, this chapter 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 chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
TN Code § 47-2-103 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 1 - Short Title, General Construction and Subject Matter|§ 47-2-103. Definitions and Index of Definitions

  In this chapter unless the context otherwise requires:    “Buyer” means a person who buys or contracts to buy goods.   “Good faith” in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.   “Receipt” of goods means taking physical possession of them.   “Seller” means a person who sells or contracts to sell goods.  “Acceptance.” § 47-2-606.   “Banker's credit.” § 47-2-325.   “Between merchants.” § 47-2-104.   “Cancellation.” § 47-2-106(4).   “Commercial unit.” § 47-2-105.   “Confirmed credit.” § 47-2-325.   “Conforming to contract.” § 47-2-106.   “Contract for sale.” § 47-2-106.   “Cover.” § 47-2-712.   “Entrusting.” § 47-2-403.   “Financing agency.” § 47-2-104.   “Future goods.” § 47-2-105.   “Goods.” § 47-2-105.   “Identification.” § 47-2-501.   “Installment contract.” § 47-2-612.   “Letter of credit.” § 47-2-325.   “Lot.” § 47-2-105.   “Merchant.” § 47-2-104.   “Overseas.” § 47-2-323.   “Person in position of seller.” § 47-2-707.   “Present sale.” § 47-2-106.   “Sale.” § 47-2-106.   “Sale on approval.” § 47-2-326.   “Sale or return.” § 47-2-326.   “Termination.” § 47-2-106.   “Check.” § 47-3-104.   “Consignee.” § 47-7-102.   “Consignor.” § 47-7-102.   “Consumer goods.” § 47-9-102.   “Dishonor.” § 47-3-502.   “Draft.” § 47-3-104.     Other definitions applying to this chapter or to specified parts thereof, and the sections in which they appear are:   “Control” as provided in § 47-7-106 and the following definitions in other chapters apply to this chapter:   In addition chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter.
TN Code § 47-2-104 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 1 - Short Title, General Construction and Subject Matter|§ 47-2-104. Definitions — “Merchant” — “Between Merchants” — “Financing agency.”

  “Merchant” means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.   “Financing agency” means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or associated with the draft. “Financing agency” includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (§ 47-2-707).   “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
TN Code § 47-2-105 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 1 - Short Title, General Construction and Subject Matter|§ 47-2-105. Definitions — Transferability — “Goods” — “Future Goods” — “Lot” — “Commercial unit.”

  “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 paid, investment securities (chapter 8 of this title) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (§ 47-2-107).   Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future goods.” A purported present sale of future goods or of any interest therein operates as a contract to sell.   There may be a sale of a part interest in existing identified goods.   An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller's interest in the bulk be sold to the buyer who then becomes an owner in common.   “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.   “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
TN Code § 47-2-106 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 1 - Short Title, General Construction and Subject Matter|§ 47-2-106. Definitions — “Contract” — “Agreement” — “Contract for Sale” — “Sale” — “Present Sale” — “Conforming to Contract” — “Termination” — “cancellation.”

  In this chapter 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 (§ 47-2-401). A “present sale” means a sale which is accomplished by the making of the contract.   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.   “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 discharged but any right based on prior breach or performance survives.   “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.
TN Code § 47-2-107 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 1 - Short Title, General Construction and Subject Matter|§ 47-2-107. Goods to Be Severed From Realty — Recording

  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 chapter if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.   A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) or of timber to be cut is a contract for the sale of goods within this chapter whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.   The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer's rights under the contract for sale.
TN Code § 47-2-201 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 2 - Form, Formation and Readjustment of Contract|§ 47-2-201. Formal Requirements — Statute of Frauds

  Except as otherwise provided in this section, a contract for sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is some writing or record 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 or record 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 or record.   Between merchants if within a reasonable time a writing or record 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 (10) days after it is received.   A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:    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   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   with respect to goods for which payment has been made and accepted or which have been received and accepted (§ 47-2-606).
TN Code § 47-2-202 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 2 - Form, Formation and Readjustment of Contract|§ 47-2-202. Final Written 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 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 course of performance, course of dealing or usage of trade, pursuant to § 47-1-303; and   By 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.
TN Code § 47-2-203 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 2 - Form, Formation and Readjustment of Contract|§ 47-2-203. 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.
TN Code § 47-2-204 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 2 - Form, Formation and Readjustment of Contract|§ 47-2-204. Formation in General

  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.   An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.   Even though one (1) 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.
TN Code § 47-2-205 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 2 - Form, Formation and Readjustment of Contract|§ 47-2-205. 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 (3) months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
TN Code § 47-2-206 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 2 - Sales|Part 2 - Form, Formation and Readjustment of Contract|§ 47-2-206. Offer and Acceptance in Formation of Contract

  Unless otherwise unambiguously indicated by the language or circumstances:    an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;   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 non-conforming goods, but such a shipment of non-conforming 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.    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.