reglab/housing_qa huggingface dataset:
UT Code § 70A-2-201 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 201 - Formal requirements -- Statute of frauds.

70A-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 10 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 70A-2-606).      Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-202 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 202 - Final written expression -- Parol or extrinsic evidence.

70A-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:  (1) by course of performance, course of dealing, or usage of trade (Section 70A-1a-303) or by course of performance (Section 70A-2-208); and     (2) 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.    Amended by Chapter 272, 2007 General Session
UT Code § 70A-2-203 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 203 - Seals inoperative.

70A-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.  Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-204 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 204 - Formation in general.

70A-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.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-205 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 205 - Firm offers.

70A-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.  Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-206 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 206 - Offer and acceptance in formation of contract.

70A-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 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.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-207 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 207 - Additional terms in acceptance or confirmation.

70A-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 act.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-208 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 208 - Course of performance or practical construction.

70A-2-208. Course of performance or practical construction.    (1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement.     (2) The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of performance and course of performance shall control both course of dealing and usage of trade (Section 70A-1a-303).     (3) Subject to the provisions of the next section on modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent with such course of performance.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-209 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 209 - Modification, rescission and waiver.

70A-2-209. Modification, rescission and waiver.    (1) An agreement modifying a contract within this chapter 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 chapter (Section 70A-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.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-210 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 2 - Form, Formation, and Readjustment of Contract|Section 210 - Delegation of performance -- Assignment of rights.

70A-2-210. Delegation of performance -- Assignment of rights.    (1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his 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 70A-9a-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 him by his contract, or impair materially his 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 his 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 of (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 of (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 him 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 his rights against the assignor demand assurances from the assignee (Section 70A-2-609).    Amended by Chapter 252, 2000 General Session
UT Code § 70A-2-301 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 301 - General obligations of parties.

70A-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.  Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-302 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 302 - Unconscionable contract or clause.

70A-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.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-303 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 303 - Allocation or division of risks.

70A-2-303. Allocation or division of risks.  Where this chapter 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.  Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-304 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 304 - Price payable in money, goods, realty, or otherwise.

70A-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 chapter, but not the transfer of the interest in realty or the transferor's obligations in connection therewith.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-305 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 305 - Open price term.

70A-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 canceled 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.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-306 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 306 - Output, requirements and exclusive dealings.

70A-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.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-307 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 307 - Delivery in single lot or several lots.

70A-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.  Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-308 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 308 - Absence of specified place for delivery.

70A-2-308. Absence of specified place for delivery.  Unless otherwise agreed:  (1) the place for delivery of goods is the seller's place of business or if he has none his residence; but     (2) 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     (3) documents of title may be delivered through customary banking channels.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-309 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 309 - Absence of specific time provisions -- Notice of termination.

70A-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 chapter 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.    Enacted by Chapter 154, 1965 General Session
UT Code § 70A-2-310 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 310 - Open time for payment or running of credit -- Authority to ship under reservation.

70A-2-310. Open time for payment or running of credit -- Authority to ship under reservation.  Unless otherwise agreed:  (1) 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;     (2) if the seller is authorized to send the goods he 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 70A-2-513);     (3)if delivery is authorized and made by way of documents of title otherwise than by Subsection (2) then payment is due regardless of where the goods are to be received:   (a) at the time and place at which the buyer is to receive delivery of the tangible documents; or     (b) 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       (4) 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.    Amended by Chapter 42, 2006 General Session
UT Code § 70A-2-311 (2021)
2021 Utah Code|Title 70A - Uniform Commercial Code|Chapter 2 - Uniform Commercial Code - Sales|Part 3 - General Obligation and Construction of Contract|Section 311 - Options and cooperation respecting performance.

 Effective 5/8/2018  70A-2-311. Options and cooperation respecting performance.    (1) An agreement for sale which is otherwise sufficiently definite to be a contract under Subsection 70A-2-204(3) 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 70A-2-319(1)(c) and (3), 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.      Amended by Chapter 281, 2018 General Session