reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XIII - COMMERCE › Chapter 552A - BUYING CLUB MEMBERSHIPS › Section 552A.3 - Right of cancellation — requirement of writing — internet sales.

552A.3 Right of cancellation — requirement of writing — internet sales.
The requirements of sections 555A.1 through 555A.5, relating to door-to-door sales, shall apply to sales of buying club memberships, irrespective of the place or manner of sale or the purpose for which they are purchased, except that in connection with the sale of a buying club membership transacted through the internet by a company primarily engaged in the sale of goods through the internet, section 555A.4, subsections 1 and 3 shall not apply. In addition to the requirements of chapter 555A, a contract shall not be enforceable against a person acquiring a membership in a buying club unless the contract is in writing and signed by the purchaser.
93 Acts, ch 60, §3; 2015 Acts, ch 101, §1
2023 Iowa Code › Title XIII - COMMERCE › Chapter 552A - BUYING CLUB MEMBERSHIPS › Section 552A.4 - Limitation on membership period.

552A.4 Limitation on membership period.
A contract shall not be valid for a term longer than eighteen months from the date on which the contract is signed. However, a buying club may allow a member to convert the contract into a contract for a period longer than eighteen months after the member has been a member of the club for at least one year. The duration of the contract shall be clearly and conspicuously disclosed in the contract in boldface type of a minimum size of fourteen points.
93 Acts, ch 60, §4
2023 Iowa Code › Title XIII - COMMERCE › Chapter 552A - BUYING CLUB MEMBERSHIPS › Section 552A.5 - Remedies.

552A.5 Remedies.
1. A violation of this chapter is a violation of section 714.16, subsection 2, paragraph “a”.
2. The rights, obligations, and remedies provided in this chapter shall be in addition to any other rights, obligations, or remedies provided by law or in equity.
3. In addition to the remedies otherwise provided by law, any person injured by a violation of this chapter may bring a civil action and recover damages, together with costs, including reasonable attorney’s fees, and receive other equitable relief as determined by the court.
93 Acts, ch 60, §5
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.2 - Construction.

553.2 Construction.
This chapter shall be construed to complement and be harmonized with the applied laws of the United States which have the same or similar purpose as this chapter. This construction shall not be made in such a way as to constitute a delegation of state authority to the federal government, but shall be made to achieve uniform application of the state and federal laws prohibiting restraints of economic activity and monopolistic practices.
[C77, 79, 81, §553.2]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.3 - Definitions.

553.3 Definitions.
As used in this chapter unless the context otherwise requires:
1. “Commodity” means tangible or intangible property, real, personal, or mixed.
2. “Enterprise” means a business, commercial or professional entity, including a corporation, partnership, limited partnership, professional corporation, proprietorship, incorporated or unincorporated association, or other form of organization.
3. “Government agency” means the state, its political subdivisions, and any public agency supported in whole or in part by taxation.
4. “Person” means a natural person, estate, trust, enterprise, or government agency.
5. “Price” includes the terms and conditions of sale, rental, rate, fee, or any other form of payment for a commodity or service.
6. “Relevant market” means the geographical area of actual or potential competition in a line of commerce, all or any part of which is within this state.
7. “Service” means any activity which is performed in whole or part for financial gain.
8. “Trade or commerce” means any economic activity involving or relating to any commodity, service, or business activity.
[C77, 79, 81, §553.3]
Referred to in §321.187A, 321M.6A
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.4 - Restraint prohibited.

553.4 Restraint prohibited.
A contract, combination, or conspiracy between two or more persons shall not restrain or monopolize trade or commerce in a relevant market.
[C97, §5060, 5061; S13, §5067-a; C24, 27, 31, 35, 39, §9906, 9907, 9915; C46, 50, 54, 58, 62, 66, 71, 73, 75, §553.1, 553.2, 553.10; C77, 79, 81, §553.4]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.5 - Monopoly prohibited.

553.5 Monopoly prohibited.
A person shall not attempt to establish or establish, maintain, or use a monopoly of trade or commerce in a relevant market for the purpose of excluding competition or of controlling, fixing, or maintaining prices.
[C97, §5060, 5061; S13, §5067-a; C24, 27, 31, 35, 39, §9906, 9907, 9915; C46, 50, 54, 58, 62, 66, 71, 73, 75, §553.1, 553.2, 553.10; C77, 79, 81, §553.5]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.6 - Exemptions.

553.6 Exemptions.
This chapter shall not be construed to prohibit:
1. The activities of any labor organization, individual members of such an organization, or group of such organizations, of any employer or group of employers, or of any groups of employees, if these activities are directed solely to legitimate labor objectives which are permitted under the laws of either this state or the United States.
2. The activities of any agricultural or horticultural organization, whether incorporated or unincorporated, or of the individual members of such organizations, if these activities carry out the legitimate objectives of such organizations, to the extent permitted under the laws of either this state or the United States.
3. The activities of persons engaged in the production of agricultural products when these persons act together in associations, corporate or otherwise, with or without capital stock, in collectively processing, preparing for market, handling, and marketing the products of these persons, to the extent permitted under the laws of either this state or the United States. These associations may have marketing and purchasing agencies in common and their members may make the necessary contracts and agreements to effect such purposes. However, such associations must be operated for the mutual benefit of the members of these associations acting as producers to qualify under this subsection.
4. The activities or arrangements expressly approved or regulated by any regulatory body or officer acting under authority of this state or of the United States.
5. The activities of a city or county, or an administrative or legal entity created by a city or county, when acting within its statutory or constitutional home rule powers and to the same extent that the activities would not be prohibited if undertaken by the state.
[C24, 27, 31, 35, 39, §9916; C46, 50, 54, 58, 62, 66, 71, 73, 75, §553.11; C77, 79, 81, §553.6]
84 Acts, ch 1020, §1
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.7 - Attorney general to enforce.

553.7 Attorney general to enforce.
The attorney general, with such assistance as may be required from time to time of the county attorneys in their respective counties, shall institute all criminal and civil actions and proceedings brought under this Act in the name of the state.
[C97, §5067; C24, 27, 31, 35, 39, §9913; C46, 50, 54, 58, 62, 66, 71, 73, 75, §553.8; C77, 79, 81, §553.7]
Referred to in §331.756(61)
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.8 - Venue.

553.8 Venue.
A suit or proceeding brought under this chapter may be brought in the county where the cause of action arose, where any defendant resides or transacts business, or where an act in furtherance of the conduct prohibited by this chapter occurred.
[C77, 79, 81, §553.8]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.9 - Investigation.

553.9 Investigation.
1. If the attorney general has reasonable cause to believe that a person has engaged in or is engaging in conduct prohibited by this chapter, the attorney general shall make such investigation as is deemed necessary and may, prior to the commencement of a suit against this person under this chapter, do any of the following:
a. Issue written demand on this person, its officers, directors, partners, fiduciaries, or employees to compel their attendance before the attorney general and examine them under oath.
b. Issue written demand to produce, examine, and copy a document or tangible item in the possession of this person or its officers, directors, partners, or fiduciaries.
c. Upon an order of a district court, pursuant to a showing that such is reasonably necessary to an investigation being conducted under this section, do any of the following:
(1) Compel the attendance of any other person before the attorney general and examine this person under oath.
(2) Require the production, examination, and copying of a document or other tangible item in the possession of such person.
d. Upon an order of a district court, impound a document or other tangible item produced pursuant to this section and retain possession of it until the completion of all proceedings arising out of the investigation.
2. A written demand or court order issued pursuant to this section shall contain the following information, as applicable:
a. A reference to this chapter and a general description of the subject matter being investigated;
b. The date, time, and place at which any person is to appear or to produce documents or other tangible items;
c. Where the production of documents or other tangible items is required, a description of such documents or items by class with sufficient clarity so that they may be reasonably identified.
3. Any procedure, testimony taken, or material produced under this section shall be sealed by the court and be kept confidential by the attorney general, until an action is filed against a person under this chapter for the violation under investigation, unless confidentiality is waived by the person being investigated and the person who has testified, answered interrogatories, or produced material, or unless disclosure is authorized by the court for the purposes of interstate cooperation in enforcing this chapter and similar state and federal laws.
4. This chapter shall not be construed to limit or abridge statutory or constitutional limitations on self-incrimination.
5. Evidence obtained from a natural person pursuant to the provisions of this section shall not be introduced in a subsequent criminal prosecution of this person. However, evidence obtained from a natural person pursuant to a grand jury proceeding may be so introduced.
[C77, 79, 81, §553.9]
2022 Acts, ch 1021, §159
Referred to in §553.10, 553.11
Subsection 1 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.10 - Investigation enforcement.

553.10 Investigation enforcement.
If a person objects or otherwise fails to obey a written demand or court order issued under section 553.9, the attorney general may file in the district court of the county in which the person resides or maintains a principal place of business within this state an application for an order to enforce the demand or order. Notice of hearing and a copy of the application shall be served upon the person, who may appear in opposition to the application. If the court finds that the demand or order is proper, that there is reasonable cause to believe there has been a violation of this chapter, and that the information sought or document or object demanded is relevant to the violation, it shall order the person to comply with the demand or order, subject to such modification as the court may prescribe. Upon motion by the person and for good cause shown, the court may make any further order in the proceedings which justice requires to protect the person from unreasonable annoyance, embarrassment, oppression, burden, or expense.
[C77, 79, 81, §553.10]
Referred to in §553.11
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.11 - Protective orders.

553.11 Protective orders.
Before the attorney general files an application under section 553.10 and upon application of any person who was served a written demand or court order under section 553.9, upon notice and hearing, and for good cause shown, the district court may make any order which justice requires to protect the person from annoyance, embarrassment, oppression, or undue burden of expense, which may include any of the following:
1. That the examination of this person shall not be taken or that documents or other tangible items shall not be produced for inspection and copying.
2. That the examination or production of documents or other tangible items shall be had only on specified terms and conditions, including a change in the time or place.
3. That certain matters shall not be inquired into or that the scope of the examination or production shall be limited to certain matters.
4. That the examination or production and inspection shall be conducted with only those persons present as designated by the court.
5. That the transcript of the examination shall be sealed and be opened only by order of the court.
6. That a trade secret or other confidential research, development, or commercial information shall not be disclosed or shall be disclosed only in a designated way.
[C77, 79, 81, §553.11]
2022 Acts, ch 1021, §160
Section amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.12 - Remedies.

553.12 Remedies.
The state or a person who is injured or threatened with injury by conduct prohibited under this chapter may bring suit to:
1. Prevent or restrain conduct prohibited under this chapter and remove the conduct’s effect by injunction, divestiture, divorcement, dissolution of domestic enterprises right to do business in this state, compelling the forfeiture or restraint of the issuance of a certificate of incorporation, permit to transact business, license, or franchise, or granting other equitable relief. The state may bring suit under this section without posting bond.
2. Recover actual damages resulting from conduct prohibited under this chapter.
3. Recover, at the court’s discretion, exemplary damages which do not exceed twice the actual damages awarded under subsection 2, from a person other than a city or county or legal entity created by a city or county, if all of the following apply:
a. The trier of fact determines that the prohibited conduct is willful or flagrant.
b. The person bringing suit is not the state.
4. Recover the necessary costs of bringing suit, including a reasonable attorney fee. However, the state may not recover any attorney fee.
[C77, 79, 81, §553.12]
84 Acts, ch 1020, §2; 2022 Acts, ch 1021, §161
Referred to in §553.13, 553.16, 553.17
Subsection 3 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.13 - Civil penalty.

553.13 Civil penalty.
In addition to suit under section 553.12, the state may bring suit to assess a civil penalty against an enterprise whose conduct is prohibited under this chapter. The suit may be tried to the jury and the civil penalty provided for in this section shall be imposed by the court. The civil penalty assessed shall not exceed ten percent of the total value of the specific commodities by their brand, make, and size or of services either of which were the subject of the prohibited conduct sold in the relevant market in this state by the enterprise in each year in which this conduct occurred, but this penalty shall not exceed one hundred fifty thousand dollars. In computing this penalty, only the four most recent years in which the prohibited conduct occurred, as of commencement of suit under this section, shall be used in the computation.
[C77, 79, 81, §553.13]
Referred to in §553.16
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.14 - Criminal penalties.

553.14 Criminal penalties.
1. A person or a natural person having substantial control over an enterprise who knowingly and willfully engages in conduct prohibited by this chapter shall be guilty of a serious misdemeanor.
2. A person having substantial control over an enterprise who knowingly and willfully engages in bid rigging or price fixing involving a contract with the state or a governmental agency is guilty of a class “D” felony.
[C97, §5062; S13, §5062, 5067-c, 5077-a5; C24, 27, 31, 35, 39, §9908, 9918, 9926; C46, 50, 54, 58, 62, 66, 71, 73, 75, §553.3, 553.13, 553.21; C77, 79, 81, §553.14]
84 Acts, ch 1143, §1; 2021 Acts, ch 76, §150
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.15 - Election of remedies.

553.15 Election of remedies.
The bringing of suit to assess a civil penalty against a person by filing a petition shall be an election of remedies to not bring a criminal prosecution against this person. The bringing of a criminal prosecution against a person by filing an information or returning an indictment shall be an election of remedies to not bring suit to assess a civil penalty against this person.
[C77, 79, 81, §553.15]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.16 - Limitations.

553.16 Limitations.
1. Suit by the state to assess a civil penalty or to obtain a criminal conviction under this chapter must be commenced within four years after the cause of action accrues or, if there is fraudulent concealment of this cause of action, within four years after the cause of action becomes known, whichever period is later.
2. Suit under section 553.12 must be commenced within four years after the cause of action accrues or, if there is a fraudulent concealment of this cause of action, within four years after the cause of action becomes known, whichever period is later. However, if this cause is based, in whole or part, on the same set of facts as alleged in a suit brought under section 553.13, this period shall be suspended until one year after the suit brought under section 553.13 is concluded.
[C77, 79, 81, §553.16]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.17 - Prima facie evidence.

553.17 Prima facie evidence.
A final decree or judgment, other than a consent decree or consent judgment entered before trial, in a suit brought by the state is prima facie evidence against the defendant in a suit brought by any person other than the state under section 553.12 as to all matters respecting which this decree or judgment would be an estoppel between the state and the defendant. This section shall not affect the application of collateral estoppel or issue preclusion.
[C77, 79, 81, §553.17]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.18 - Debarment.

553.18 Debarment.
A contractor or supplier of goods or services to the state or a governmental agency, and the enterprise for which the illegal action was taken, convicted under this chapter, or convicted under the laws of any other state or the federal government for actions which would constitute a violation of this chapter, are prohibited from bidding on a governmental contract for one year from the date of conviction, unless the state or governmental agency accepting bids expressly allows the contractor or supplier to bid after being informed of the conviction.
84 Acts, ch 1143, §2
2023 Iowa Code › Title XIII - COMMERCE › Chapter 553 - IOWA COMPETITION LAW › Section 553.19 - Antitrust fund.

553.19 Antitrust fund.
1. An antitrust fund is created as a separate fund in the state treasury to be administered by the attorney general. Moneys credited to the fund shall include amounts received as a result of a state or federal civil antitrust judgment or settlement which are based on damages sustained by the state, civil penalties, costs, or attorney fees, and amounts which are specifically directed to the credit of the fund by the judgment or settlement, and amounts which are designated by the judgment or settlement for use by the attorney general for antitrust enforcement or education. Amounts based upon damages sustained by individuals or entities outside of state government not designated for antitrust enforcement purposes or amounts based upon actual damages awarded to the state which would not otherwise be deposited in the general fund of the state shall not be credited to the fund.
2. For each fiscal year, not more than five hundred thousand dollars is appropriated from the fund to the department of justice to be used for enforcement of this chapter and chapter 551, and for enforcement of federal antitrust laws and for public education about state and federal antitrust laws.
3. Notwithstanding section 8.33, moneys credited to the fund shall not revert to any other fund. Notwithstanding section 12C.7, interest or earnings on the moneys in the fund shall be credited to the fund.
2007 Acts, ch 213, §23
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1101 - Short titles.

554.1101 Short titles.
1. This chapter may be cited as the Uniform Commercial Code.
2. This Article may be cited as Uniform Commercial Code — General Provisions.
[C66, 71, 73, 75, 77, 79, 81, §554.1101]
2007 Acts, ch 41, §1
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1103 - Construction of this chapter to promote its purposes and policies — applicability of supplemental principles of law.

554.1103 Construction of this chapter to promote its purposes and policies — applicability of supplemental principles of law.
1. This chapter must be liberally construed and applied to promote its underlying purposes and policies, which are:
a. to simplify, clarify, and modernize the law governing commercial transactions;
b. to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
c. to make uniform the law among the various jurisdictions.
2. Unless displaced by the particular provisions of this chapter, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions.
[S13, §3060-a196, 3138-a56, -b50; C24, 27, 31, 35, 39, §8295, 9657, 9716, 9931, 10002; C46, §487.52, 541.197, 542.56, 554.2, 554.74; C50, 54, 58, 62, §487.52, 493A.18, 541.197, 542.56, 554.2, 554.74; C66, 71, 73, 75, 77, 79, 81, §554.1103]
2007 Acts, ch 41, §3
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1104 - Construction against implied repeal.

554.1104 Construction against implied repeal.
This chapter being a general Act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
[C66, 71, 73, 75, 77, 79, 81, §554.1104]
2007 Acts, ch 41, §4
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1105 - Severability.

554.1105 Severability.
If any provision or clause of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
[C66, 71, 73, 75, 77, 79, 81, §554.1108]
2007 Acts, ch 41, §9, 48
CS2007, §554.1105
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1106 - Use of singular and plural — gender.

554.1106 Use of singular and plural — gender.
In this chapter, unless the statutory context otherwise requires:
1. words in the singular number include the plural, and those in the plural include the singular; and
2. words of any gender also refer to any other gender.
2007 Acts, ch 41, §7, 57
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1107 - Section captions.

554.1107 Section captions.
Section captions are parts of this chapter.
[C66, 71, 73, 75, 77, 79, 81, §554.1109]
2007 Acts, ch 41, §49
CS2007, §554.1107
Referred to in §3.3
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1108 - Relation to Electronic Signatures in Global and National Commerce Act.

554.1108 Relation to Electronic Signatures in Global and National Commerce Act.
This Article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001 et seq., except that nothing in this Article modifies, limits, or supersedes §7001(c) of that Act or authorizes electronic delivery of any of the notices described in §7003(b) of that Act.
2007 Acts, ch 41, §10, 57
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1110 - Rules for filing and indexing.

554.1110 Rules for filing and indexing.
The secretary of state shall make and promulgate rules for all filing and indexing pursuant to this chapter and chapter 554B including but not limited to rules on whether statements and documents shall be indexed in real estate records.
[C71, 73, 75, 77, 79, 81, §554.1110]
2014 Acts, ch 1026, §117
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1202 - Notice — knowledge.

554.1202 Notice — knowledge.
1. Subject to subsection 6, a person has “notice” of a fact if the person:
a. has actual knowledge of it;
b. has received a notice or notification of it; or
c. from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
2. “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.
3. “Discover”, “learn”, or words of similar import refer to knowledge rather than to reason to know.
4. A person “notifies” or “gives” a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.
5. Subject to subsection 6, a person “receives” a notice or notification when:
a. it comes to that person’s attention; or
b. it is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
6. Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual’s attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
2007 Acts, ch 41, §13, 57
Referred to in §554.12106
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1204 - Value.

554.1204 Value.
Except as otherwise provided in Articles 3, 4, 5, and 14, a person gives value for rights if the person acquires them:
1. in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;
2. as security for, or in total or partial satisfaction of, a preexisting claim;
3. by accepting delivery under a preexisting contract for purchase; or
4. in return for any consideration sufficient to support a simple contract.
2007 Acts, ch 41, §16, 57; 2022 Acts, ch 1117, §12
Unnumbered paragraph 1 amended
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1205 - Reasonable time — seasonableness.

554.1205 Reasonable time — seasonableness.
1. Whether a time for taking an action required by this chapter is reasonable depends on the nature, purpose, and circumstances of the action.
2. An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
[S13, §3060-a193; C24, 27, 31, 35, 39, §9654, 9972; C46, 50, 54, 58, 62, §541.194, 554.44; C66, 71, 73, 75, 77, 79, 81, §554.1204]
2007 Acts, ch 41, §15, 52
CS2007, §554.1205
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1206 - Presumptions.

554.1206 Presumptions.
Whenever this chapter creates a “presumption” with respect to a fact, or provides that a fact is “presumed”, the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.
2007 Acts, ch 41, §18, 57
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1301 - Territorial applicability — parties’ power to choose applicable law.

554.1301 Territorial applicability — parties’ power to choose applicable law.
1. Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.
2. In the absence of an agreement effective under subsection 1, and except as provided in subsection 3, this chapter applies to transactions bearing an appropriate relation to this state.
3. If one of the following provisions of this chapter specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
a. Section 554.2402;
b. Section 554.4102;
c. Section 554.5116;
d. Section 554.8110;
e. Sections 554.9301 through 554.9307;
f. Section 554.12507;
g. Sections 554.13105 and 554.13106.
[C66, 71, 73, 75, 77, 79, 81, §554.1105]
92 Acts, ch 1146, §39; 94 Acts, ch 1052, §2; 94 Acts, ch 1121, §3; 96 Acts, ch 1026, §19; 96 Acts, ch 1138, §5, 84; 2000 Acts, ch 1149, §137, 187; 2007 Acts, ch 41, §5, 45
CS2007, §554.1301
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1302 - Variation by agreement.

554.1302 Variation by agreement.
1. Except as otherwise provided in subsection 2 or elsewhere in this chapter, the effect of provisions of this chapter may be varied by agreement.
2. The obligations of good faith, diligence, reasonableness, and care prescribed by this chapter 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 this chapter requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
3. The presence in certain provisions of this chapter 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.
2007 Acts, ch 41, §22
Referred to in §554.5103, 554.12204, 554.13518, 554.13519, 554.13527, 554.13528
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1303 - Course of performance, course of dealing, and usage of trade.

554.1303 Course of performance, course of dealing, and usage of trade.
1. A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:
a. the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
b. 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.
2. 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.
3. 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.
4. 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.
5. Except as otherwise provided in subsection 6, the express terms of an agreement and any applicable course of dealing, or usage of trade must be construed wherever reasonable as consistent with each other. If such a construction is unreasonable:
a. express terms prevail over course of performance, course of dealing, and usage of trade;
b. course of performance prevails over course of dealing and usage of trade; and
c. course of dealing prevails over usage of trade.
6. Subject to section 554.2209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
7. 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.
[C24, 27, 31, 35, 39, §9938, 9944, 9947, 10000; C46, 50, 54, 58, 62, §554.10, 554.16, 554.19, 554.72; C66, 71, 73, 75, 77, 79, 81, §554.1205]
2007 Acts, ch 41, §17, 53
CS2007, §554.1303
Referred to in §554.1201, 554.2202
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1304 - Obligation of good faith.

554.1304 Obligation of good faith.
Every contract or duty within this chapter imposes an obligation of good faith in its performance or enforcement.
[C66, 71, 73, 75, 77, 79, 81, §554.1203]
2007 Acts, ch 41, §51
CS2007, §554.1304
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1305 - Remedies to be liberally administered.

554.1305 Remedies to be liberally administered.
1. The remedies provided by this chapter 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 this chapter or by other rule of law.
2. Any right or obligation declared by this chapter is enforceable by action unless the provision declaring it specifies a different and limited effect.
[C24, 27, 31, 35, 39, §10001; C46, 50, 54, 58, 62, §554.73; C66, 71, 73, 75, 77, 79, 81, §554.1106]
2007 Acts, ch 41, §6, 46
CS2007, §554.1305
Referred to in §554.13501
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1306 - Waiver or renunciation of claim or right after breach.

554.1306 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.
[S13, §3060-a118, -a122; SS15, §3060-a120; C24, 27, 31, 35, 39, §9579, 9581, 9583; C46, 50, 54, 58, 62, §541.119, 541.121, 541.123; C66, 71, 73, 75, 77, 79, 81, §554.1107]
2007 Acts, ch 41, §8, 47
CS2007, §554.1306
Referred to in §554D.104
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1307 - Prima facie evidence by third-party documents.

554.1307 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.
[C66, 71, 73, 75, 77, 79, 81, §554.1202]
2007 Acts, ch 41, §12, 50
CS2007, §554.1307
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1308 - Performance or acceptance under reservation of rights.

554.1308 Performance or acceptance under reservation of rights.
1. 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.
2. Subsection 1 does not apply to an accord and satisfaction.
[C66, 71, 73, 75, 77, 79, 81, §554.1207]
94 Acts, ch 1167, §7, 122; 2007 Acts, ch 41, §19, 54
CS2007, §554.1308
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1309 - Option to accelerate at will.

554.1309 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 that 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.
[C66, 71, 73, 75, 77, 79, 81, §554.1208]
2007 Acts, ch 41, §20, 55
CS2007, §554.1309
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.1310 - Subordinated obligations.

554.1310 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.
[C75, 77, 79, 81, §554.1209]
2007 Acts, ch 41, §21, 56
CS2007, §554.1310
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2102 - Scope — certain security and other transactions excluded from this Article.

554.2102 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.
[C24, 27, 31, 35, 39, §10004; C46, 50, 54, 58, 62, §554.76; C66, 71, 73, 75, 77, 79, 81, §554.2102]
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2103 - Definitions and index of definitions.

554.2103 Definitions and index of definitions.
1. In this Article unless the context otherwise requires
a. “Buyer” means a person who buys or contracts to buy goods.
b. Reserved.
c. “Receipt” of goods means taking physical possession of them.
d. “Seller” means a person who sells or contracts to sell goods.
2. Other definitions applying to this Article or to specified Parts thereof, and the sections in which they appear are:
a. “Acceptance” Section 554.2606
b. “Banker’s credit” Section 554.2325
c. “Between merchants” Section 554.2104
d. “Cancellation” Section 554.2106(4)
e. “Commercial unit” Section 554.2105
f. “Confirmed credit” Section 554.2325
g. “Conforming to contract” Section 554.2106
h. “Contract for sale” Section 554.2106
i. “Cover” Section 554.2712
j. “Entrusting” Section 554.2403
k. “Financing agency” Section 554.2104
l. “Future goods” Section 554.2105
m. “Goods” Section 554.2105
n. “Identification” Section 554.2501
o. “Installment contract” Section 554.2612
p. “Letter of credit” Section 554.2325
q. “Lot” Section 554.2105
r. “Merchant” Section 554.2104
s. “Overseas” Section 554.2323
t. “Person in position of seller” Section 554.2707
u. “Present sale” Section 554.2106
v. “Sale” Section 554.2106
w. “Sale on approval” Section 554.2326
x. “Sale or return” Section 554.2326
y. “Termination” Section 554.2106
3. The following definitions in other Articles apply to this Article:
a. “Check” Section 554.3104
b. “Consignee” Section 554.7102
c. “Consignor” Section 554.7102
d. “Consumer goods” Section 554.9102
e. “Control” Section 554.7106
f. “Dishonor” Section 554.3502
g. “Draft” Section 554.3104
4. In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
[C24, 27, 31, 35, 39, §10005; C46, 50, 54, 58, 62, §554.77; C66, 71, 73, 75, 77, 79, 81, §554.2103]
94 Acts, ch 1167, §8, 122; 2000 Acts, ch 1149, §140, 187; 2007 Acts, ch 30, §45, 46, 48; 2007 Acts, ch 41, §23; 2012 Acts, ch 1023, §144, 157
Referred to in §554.7102, 554.13103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2104 - Definitions:“merchant” — “between merchants” — “financing agency”.

554.2104 Definitions: “merchant” — “between merchants” — “financing agency”.
1. “Merchant” means a person who deals in goods of the kind or otherwise by the person’s occupation holds that person 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 the person’s employment of an agent or broker or other intermediary who by the intermediary’s occupation holds the intermediary out as having such knowledge or skill.
2. “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 are 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 (section 554.2707).
3. “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
[S13, §3138-b34, -b36; C24, 27, 31, 35, 39, §8279, 8281; C46, 50, 54, 58, 62, §487.35, 487.37; C66, 71, 73, 75, 77, 79, 81, §554.2104]
2007 Acts, ch 30, §45, 46, 49
Referred to in §546A.1, 554.2103, 554.9102, 554.13103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2105 - Definitions:transferability — “goods” — “future” goods — “lot” — “commercial unit”.

554.2105 Definitions: transferability — “goods” — “future” goods — “lot” — “commercial unit”.
1. “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 (Article 8) 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 (section 554.2107).
2. 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.
3. There may be a sale of a part interest in existing identified goods.
4. 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.
5. “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.
6. “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.
[C24, 27, 31, 35, 39, §9934, 9935, 10005; C46, 50, 54, 58, 62, §554.6, 554.7, 554.77; C66, 71, 73, 75, 77, 79, 81, §554.2105]
Referred to in §537.1301, 554.2103
2023 Iowa Code › Title XIII - COMMERCE › Chapter 554 - UNIFORM COMMERCIAL CODE › Section 554.2106 - Definitions:“contract” — “agreement” — “contract for sale” — “sale” — “present sale” — “conforming” to contract — “termination” — “cancellation”.

554.2106 Definitions: “contract” — “agreement” — “contract for sale” — “sale” — “present sale” — “conforming” to contract — “termination” — “cancellation”.
1. In this Article 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 (section 554.2401). A “present sale” means a sale which is accomplished by the making of the contract.
2. 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.
3. “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.
4. “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 canceling party also retains any remedy for breach of the whole contract or any unperformed balance.
[C24, 27, 31, 35, 39, §9930, 9940; C46, 50, 54, 58, 62, §554.1, 554.12; C66, 71, 73, 75, 77, 79, 81, §554.2106]
2022 Acts, ch 1032, §95
Referred to in §554.2103, 554.7102, 554.9102, 554.13103
Subsection 1 amended