reglab/housing_qa huggingface dataset:
MA Gen L ch 2 § 2-107 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-107 - Goods to Be Severed From Realty; Recording

Section 2–107. (1) 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 Article 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.  (2) 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 Article 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.  (3) 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.
MA Gen L ch 2 § 2-201 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-201 - Formal Requirements: Statute of Frauds

Section 2–201. (1) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars 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 2–606).
MA Gen L ch 2 § 2-202 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-202 - Final Written Expression: Parol or Extrinsic Evidence

Section 2–202. 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  (a) by course of performance, course of dealing or usage of trade, in section 1–303; and  (b) 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.
MA Gen L ch 2 § 2-203 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-203 - Seals Inoperative

Section 2–203. 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.
MA Gen L ch 2 § 2-204 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-204 - Formation in General

Section 2–204. (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.
MA Gen L ch 2 § 2-205 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-205 - Firm Offers

Section 2–205. 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.
MA Gen L ch 2 § 2-206 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-206 - Offer and Acceptance in Formation of Contract

Section 2–206. (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 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.  (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.
MA Gen L ch 2 § 2-207 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-207 - Additional Terms in Acceptance or Confirmation

Section 2–207. (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 or different 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.
MA Gen L ch 2 § 2-209 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-209 - Modification, Rescission and Waiver

Section 2–209. (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 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.
MA Gen L ch 2 § 2-319 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-319 - f.o.b. and f.a.s. Terms

Section 2–319. (1) Unless otherwise agreed the term F.O.B (which means ''free on board'') at a named place, even though used only in connection with the stated price, is a delivery term under which  (a) when the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in this Article (section 2–504) and bear the expense and risk of putting them into the possession of the carrier; or  (b) when the term is F.O.B. the place of destination, the seller must at his own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this Article (section 2–503);  (c) when under either (a) or (b) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this Article on the form of bill of lading (section 2–323).  (2) Unless otherwise agreed the term F.A.S. vessel (which means ''free alongside'') at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must  (a) at his own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and  (b) obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.  (3) Unless otherwise agreed in any case falling within subsection (1)(a) or (c) or subsection (2) the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of co-operation under this Article (section 2–311). He may also at his option move the goods in any reasonable manner preparatory to delivery or shipment.  (4) Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.
MA Gen L ch 2 § 2-502 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-502 - Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency

Section 2–502. (1) Subject to subsections (2) and (3) and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which he has a special property under the provisions of the immediately preceding section may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:  (a) in the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; or  (b) in all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price.  (2) The buyer's right to recover the goods under subsection (1)(a) vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.  (3) If the identification creating his special property has been made by the buyer he acquires the right to recover the goods only if they conform to the contract for sale.
MA Gen L ch 2 § 2-601 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-601 - Buyer's Rights on Improper Delivery

Section 2–601. Subject to the provisions of this Article on breach in installment contracts (section 2–612) and unless otherwise agreed under the sections on contractual limitation of remedy (sections 2–718 and 2–719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may  (a) reject the whole; or  (b) accept the whole; or  (c) accept any commercial unit or units and reject the rest.
MA Gen L ch 2 § 2-323 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-323 - Form of Bill of Lading Required in Overseas Shipment; ''overseas''

Section 2–323. (1) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., received for shipment.  (2) Where in a case within subsection (1) a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set  (a) due tender of a single part is acceptable within the provisions of this Article on cure of improper delivery (subsection (1) of section 2–508); and  (b) even though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payments upon furnishing an indemnity which the buyer in good faith deems adequate.  (3) A shipment by water or by air or a contract contemplating such shipment is ''overseas'' in so far as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deep water commerce.
MA Gen L ch 2 § 2-403 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-403 - Power to Transfer; Good Faith Purchase of Goods; ''entrusting''

Section 2–403. (1) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though  (a) the transferor was deceived as to the identity of the purchaser; or  (b) the delivery was in exchange for a check which is later dishonored; or  (c) it was agreed that the transaction was to be a ''cash sale''; or  (d) the delivery was procured through fraud punishable as larcenous under the criminal law.  (2) Any entrusting of possession of goods to a merchant who deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.  (3) ''Entrusting'' includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor's disposition of the goods have been such as to be larcenous under the criminal law.  (4) The rights of other purchasers of goods and of lien creditors are governed by the Articles on Secured Transactions (Article 9) and Documents of Title (Article 7).
MA Gen L ch 2 § 2-402 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-402 - Rights of Seller's Creditors Against Sold Goods

Section 2–402. (1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer's rights to recover the goods under this Article (sections 2–502 and 2–716).  (2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.  (3) Nothing in this Article shall be deemed to impair the rights or creditors of the seller  (a) under the provisions of the Article on Secured Transactions (Article 9); or  (b) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a pre-existing claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this Article constitute the transaction a fraudulent conveyance or voidable preference.
MA Gen L ch 2 § 2-401 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-401 - Passing of Title; Reservation for Security; Limited Application of This Section

Section 2–401. Each provision of this Article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. In so far as situations are not covered by the other provisions of this Article and matters concerning title become material the following rules apply:  (1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (section 2–501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this chapter. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the Article on Secured Transactions (Article 9), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.  (2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular despite any reservation of a security interest by the bill of lading  (a) if the contract requires or authorizes the seller to send the goods to the buyer but does not require him to deliver them at destination, title passes to the buyer at the time and place of shipment; but  (b) if the contract requires delivery at destination, title passes on tender there.  (3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods:  (a) if the seller is to deliver a tangible document of title, title passes at the time when and the place where the seller delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or  (b) if the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.  (4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a ''sale''.
MA Gen L ch 2 § 2-328 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 106 - Uniform Commercial Code|Article 2 - Sales|Section 2-328 - Sale by Auction

Section 2–328. (1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.  (2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling.  (3) Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until he announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an article or lot, that article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his bid until the auctioneer's announcement of completion of the sale, but a bidder's retraction does not revive any previous bid.  (4) If the auctioneer knowingly receives a bid on the seller's behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.