reglab/statecodes huggingface dataset:
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 6 - BREACH, REPUDIATION AND EXCUSE › Section 28-2-615 - EXCUSE BY FAILURE OF PRESUPPOSED CONDITIONS.

28-2-615. EXCUSE BY FAILURE OF PRESUPPOSED CONDITIONS. Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:
(a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.
(b) Where the causes mentioned in paragraph (a) affect only a part of the seller’s capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.
(c) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.
History:
[28-2-615, added 1967, ch. 161, sec. 2-615, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 6 - BREACH, REPUDIATION AND EXCUSE › Section 28-2-616 - PROCEDURE ON NOTICE CLAIMING EXCUSE.

28-2-616. PROCEDURE ON NOTICE CLAIMING EXCUSE. (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this chapter relating to breach of installment contracts (section 28-2-612), then also as to the whole,
(a) terminate and thereby discharge any unexecuted portion of the contract; or
(b) modify the contract by agreeing to take his available quota in substitution.
(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty (30) days the contract lapses with respect to any deliveries affected.
(3) The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under the preceding section.
History:
[28-2-616, added 1967, ch. 161, sec. 2-616, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-701 - REMEDIES FOR BREACH OF COLLATERAL CONTRACTS NOT IMPAIRED.

28-2-701. REMEDIES FOR BREACH OF COLLATERAL CONTRACTS NOT IMPAIRED. Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this chapter.
History:
[28-2-701, added 1967, ch. 161, sec. 2-701, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-702 - SELLER’S REMEDIES ON DISCOVERY OF BUYER’S INSOLVENCY.

28-2-702. SELLER’S REMEDIES ON DISCOVERY OF BUYER’S INSOLVENCY. (1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this chapter (section 28-2-705).
(2) Where the seller discovers that the buyer has received goods on credit while insolvent he may reclaim the goods upon demand made within ten (10) days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three (3) months before delivery the ten (10) day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.
(3) The seller’s right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor under this chapter (section 28-2-403). Successful reclamation of goods excludes all other remedies with respect to them.
History:
[28-2-702, added 1967, ch. 161, sec. 2-702, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-703 - SELLER’S REMEDIES IN GENERAL.

28-2-703. SELLER’S REMEDIES IN GENERAL. Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (section 28-2-612), then also with respect to the whole undelivered balance, the aggrieved seller may
(a) withhold delivery of such goods;
(b) stop delivery by any bailee as hereafter provided (section 28-2-705);
(c) proceed under the next section respecting goods still unidentified to the contract;
(d) resell and recover damages as hereafter provided (section 28-2-706);
(e) recover damages for nonacceptance (section 28-2-708) or in a proper case the price (section 28-2-709);
(f) cancel.
History:
[28-2-703, added 1967, ch. 161, sec. 2-703, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-704 - SELLER’S RIGHT TO IDENTIFY GOODS TO THE CONTRACT NOTWITHSTANDING BREACH OR TO SALVAGE UNFINISHED GOODS.

28-2-704. SELLER’S RIGHT TO IDENTIFY GOODS TO THE CONTRACT NOTWITHSTANDING BREACH OR TO SALVAGE UNFINISHED GOODS. (1) An aggrieved seller under the preceding section may
(a) identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;
(b) treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
History:
[28-2-704, added 1967, ch. 161, sec. 2-704, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-705 - SELLER’S STOPPAGE OF DELIVERY IN TRANSIT OR OTHERWISE.

28-2-705. SELLER’S STOPPAGE OF DELIVERY IN TRANSIT OR OTHERWISE. (1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (section 28-2-702) and may stop delivery of carload, truckload, plane load or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.
(2) As against such buyer the seller may stop delivery until
(a) receipt of the goods by the buyer; or
(b) acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
(c) such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or
(d) negotiation to the buyer of any negotiable document of title covering the goods.
(3) (a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.
(c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.
(d) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
History:
[28-2-705, added 1967, ch. 161, sec. 2-705, p. 351; am. 2004, ch. 42, sec. 14, p. 108.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-706 - SELLER’S RESALE INCLUDING CONTRACT FOR RESALE.

28-2-706. SELLER’S RESALE INCLUDING CONTRACT FOR RESALE. (1) Under the conditions stated in section 28-2-703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this chapter (section 28-2-710), but less expenses saved in consequence of the buyer’s breach.
(2) Except as otherwise provided in subsection (3) or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
(3) Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.
(4) Where the resale is at public sale
(a) only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and
(b) it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and
(c) if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
(d) the seller may buy.
(5) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.
(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (section 28-2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subsection (3) of section 28-2-711).
History:
[28-2-706, added 1967, ch. 161, sec. 2-706, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-707 - “PERSON IN THE POSITION OF A SELLER.”

28-2-707. "PERSON IN THE POSITION OF A SELLER." (1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this chapter withhold or stop delivery (section 28-2-705) and resell (section 28-2-706) and recover incidental damages (section 28-2-710).
History:
[28-2-707, added 1967, ch. 161, sec. 2-707, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-708 - SELLER’S DAMAGES FOR NONACCEPTANCE OR REPUDIATION.

28-2-708. SELLER’S DAMAGES FOR NONACCEPTANCE OR REPUDIATION. (1) Subject to subsection (2) and to the provisions of this chapter with respect to proof of market price (section 28-2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this chapter (section 28-2-710), but less expenses saved in consequence of the buyer’s breach.
(2) If the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this chapter (section 28-2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
History:
[28-2-708, added 1967, ch. 161, sec. 2-708, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-709 - ACTION FOR THE PRICE.

28-2-709. ACTION FOR THE PRICE. (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price
(a) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(b) of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
(2) Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (section 28-2-610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.
History:
[28-2-709, added 1967, ch. 161, sec. 2-709, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-710 - SELLER’S INCIDENTAL DAMAGES.

28-2-710. SELLER’S INCIDENTAL DAMAGES. Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.
History:
[28-2-710, added 1967, ch. 161, sec. 2-710, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-711 - BUYER’S REMEDIES IN GENERAL — BUYER’S SECURITY INTEREST IN REJECTED GOODS.

28-2-711. BUYER’S REMEDIES IN GENERAL — BUYER’S SECURITY INTEREST IN REJECTED GOODS. (1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (section 28-2-612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid
(a) "cover" and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or
(b) recover damages for nondelivery as provided in this chapter (section 28-2-713).
(2) Where the seller fails to deliver or repudiates the buyer may also
(a) if the goods have been identified recover them as provided in this chapter (section 28-2-502); or
(b) in a proper case obtain specific performance or replevy the goods as provided in this chapter (section 28-2-716).
(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (section 28-2-706).
History:
[28-2-711, added 1967, ch. 161, sec. 2-711, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-712 - “COVER” — BUYER’S PROCUREMENT OF SUBSTITUTE GOODS.

28-2-712. "COVER" — BUYER’S PROCUREMENT OF SUBSTITUTE GOODS. (1) After a breach within the preceding section the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (section 28-2-715), but less expenses saved in consequence of the seller’s breach.
(3) Failure of the buyer to effect cover within this section does not bar him from any other remedy.
History:
[28-2-712, added 1967, ch. 161, sec. 2-712, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-713 - BUYER’S DAMAGES FOR NONDELIVERY OR REPUDIATION.

28-2-713. BUYER’S DAMAGES FOR NONDELIVERY OR REPUDIATION. (1) Subject to the provisions of this chapter with respect to proof of market price (section 28-2-723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this chapter (section 28-2-715), but less expenses saved in consequence of the seller’s breach.
(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
History:
[28-2-713, added 1967, ch. 161, sec. 2-713, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-714 - BUYER’S DAMAGES FOR BREACH IN REGARD TO ACCEPTED GOODS.

28-2-714. BUYER’S DAMAGES FOR BREACH IN REGARD TO ACCEPTED GOODS. (1) Where the buyer has accepted goods and given notification (subsection (3) of section 28-2-607) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reasonable.
(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(3) In a proper case any incidental and consequential damages under the next section may also be recovered.
History:
[28-2-714, added 1967, ch. 161, sec. 2-714, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-715 - BUYER’S INCIDENTAL AND CONSEQUENTIAL DAMAGES.

28-2-715. BUYER’S INCIDENTAL AND CONSEQUENTIAL DAMAGES. (1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
(2) Consequential damages resulting from the seller’s breach include
(a) any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(b) injury to person or property proximately resulting from any breach of warranty.
History:
[28-2-715, added 1967, ch. 161, sec. 2-715, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-716 - BUYER’S RIGHT TO SPECIFIC PERFORMANCE OR CLAIM AND DELIVERY.

28-2-716. BUYER’S RIGHT TO SPECIFIC PERFORMANCE OR CLAIM AND DELIVERY. (1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
(3) The buyer has a right to maintain a claim and delivery action for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family or household purposes, the buyer’s right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
History:
[28-2-716, added 1967, ch. 161, sec. 2-716, p. 351; am. 2001, ch. 208, sec. 9, p. 809.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-717 - DEDUCTION OF DAMAGES FROM THE PRICE.

28-2-717. DEDUCTION OF DAMAGES FROM THE PRICE. The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
History:
[28-2-717, added 1967, ch. 161, sec. 2-717, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-718 - LIQUIDATION OR LIMITATION OF DAMAGES — DEPOSITS.

28-2-718. LIQUIDATION OR LIMITATION OF DAMAGES — DEPOSITS. (1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds
(a) the amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection (1), or
(b) in the absence of such terms, twenty per cent (20%) of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3) The buyer’s right to restitution under subsection (2) is subject to offset to the extent that the seller establishes
(a) a right to recover damages under the provisions of this chapter other than subsection (1), and
(b) the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2); but if the seller has notice of the buyer’s breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this chapter on resale by an aggrieved seller (section 28-2-706).
History:
[28-2-718, added 1967, ch. 161, sec. 2-718, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-719 - CONTRACTUAL MODIFICATION OR LIMITATION OF REMEDY.

28-2-719. CONTRACTUAL MODIFICATION OR LIMITATION OF REMEDY. (1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages,
(a) the agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of non-conforming goods or parts; and
(b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this act.
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
History:
[28-2-719, added 1967, ch. 161, sec. 2-719, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-720 - EFFECT OF “CANCELLATION” OR “RESCISSION” ON CLAIMS FOR ANTECEDENT BREACH.

28-2-720. EFFECT OF "CANCELLATION" OR "RESCISSION" ON CLAIMS FOR ANTECEDENT BREACH. Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
History:
[28-2-720, added 1967, ch. 161, sec. 2-720, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-721 - REMEDIES FOR FRAUD.

28-2-721. REMEDIES FOR FRAUD. Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
History:
[28-2-721, added 1967, ch. 161, sec. 2-721, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-722 - WHO CAN SUE THIRD PARTIES FOR INJURY TO GOODS.

28-2-722. WHO CAN SUE THIRD PARTIES FOR INJURY TO GOODS. Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract
(a) a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(b) if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;
(c) either party may with the consent of the other sue for the benefit of whom it may concern.
History:
[28-2-722, added 1967, ch. 161, sec. 2-722, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-723 - PROOF OF MARKET PRICE — TIME AND PLACE.

28-2-723. PROOF OF MARKET PRICE — TIME AND PLACE. (1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (section 28-2-708 or section 28-2-713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2) If evidence of a price prevailing at the times or places described in this chapter is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
(3) Evidence of a relevant price prevailing at a time or place other than the one described in this chapter offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
History:
[28-2-723, added 1967, ch. 161, sec. 2-723, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-724 - ADMISSIBILITY OF MARKET QUOTATIONS.

28-2-724. ADMISSIBILITY OF MARKET QUOTATIONS. Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
History:
[28-2-724, added 1967, ch. 161, sec. 2-724, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 2 - UNIFORM COMMERCIAL CODE — SALES › Part 7 - REMEDIES › Section 28-2-725 - STATUTE OF LIMITATIONS IN CONTRACTS FOR SALE.

28-2-725. STATUTE OF LIMITATIONS IN CONTRACTS FOR SALE. (1) An action for breach of any contract for sale must be commenced within four (4) years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one (1) year but may not extend it.
(2) A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.
(3) Where an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six (6) months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this act becomes effective.
History:
[28-2-725, added 1967, ch. 161, sec. 2-725, p. 351.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-101 - SHORT TITLE.

28-3-101. SHORT TITLE. This chapter may be cited as "Uniform Commercial Code — Negotiable Instruments."
History:
[28-3-101, added 1993, ch. 288, sec. 2, p. 1021.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-102 - SUBJECT MATTER.

28-3-102. SUBJECT MATTER. (1) This chapter applies to negotiable instruments. It does not apply to money, to payment orders governed by part 6 of chapter 4, or to securities governed by chapter 8.
(2) If there is conflict between this chapter and chapter 4 or 9, chapters 4 and 9 govern.
(3) Regulations of the board of governors of the federal reserve system and operating circulars of the federal reserve banks supersede any inconsistent provision of this chapter to the extent of the inconsistency.
History:
[28-3-102, added 1993, ch. 288, sec. 2, p. 1021.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-105 - ISSUE OF INSTRUMENT.

28-3-105. ISSUE OF INSTRUMENT. (1) "Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.
(2) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.
(3) "Issuer" applies to issued and unissued instruments and means a maker or drawer of an instrument.
History:
[28-3-105, added 1993, ch. 288, sec. 2, p. 1024.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-106 - UNCONDITIONAL PROMISE OR ORDER.

28-3-106. UNCONDITIONAL PROMISE OR ORDER. (1) Except as provided in this section, for the purposes of section 28-3-104(1), a promise or order is unconditional unless it states (i) an express condition to payment, (ii) that the promise or order is subject to or governed by another writing, or (iii) that rights or obligations with respect to the promise or order are stated in another writing. A reference to another writing does not of itself make the promise or order conditional.
(2) A promise or order is not made conditional (i) by a reference to another writing for a statement of rights with respect to collateral, prepayment, or acceleration, or (ii) because payment is limited to resort to a particular fund or source.
(3) If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of section 28-3-104(1). If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.
(4) If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of section 28-3-104(1); but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.
History:
[28-3-106, added 1993, ch. 288, sec. 2, p. 1024.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-107 - INSTRUMENT PAYABLE IN FOREIGN MONEY.

28-3-107. INSTRUMENT PAYABLE IN FOREIGN MONEY. Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.
History:
[28-3-107, added 1993, ch. 288, sec. 2, p. 1024.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-108 - PAYABLE ON DEMAND OR AT DEFINITE TIME.

28-3-108. PAYABLE ON DEMAND OR AT DEFINITE TIME. (1) A promise or order is "payable on demand" if it (i) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or (ii) does not state any time of payment.
(2) A promise or order is "payable at a definite time" if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of (i) prepayment, (ii) acceleration, (iii) extension at the option of the holder, or (iv) extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.
(3) If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.
History:
[28-3-108, added 1993, ch. 288, sec. 2, p. 1024.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-109 - PAYABLE TO BEARER OR TO ORDER.

28-3-109. PAYABLE TO BEARER OR TO ORDER. (1) A promise or order is payable to bearer if it:
(a) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;
(b) Does not state a payee; or
(c) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.
(2) A promise or order that is not payable to bearer is payable to order if it is payable (i) to the order of an identified person, or (ii) to an identified person or order. A promise or order that is payable to order is payable to the identified person.
(3) An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to section 28-3-205(1). An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to section 28-3-205(2).
History:
[28-3-109, added 1993, ch. 288, sec. 2, p. 1025.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-111 - PLACE OF PAYMENT.

28-3-111. PLACE OF PAYMENT. Except as otherwise provided for items in chapter 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one (1) place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
History:
[28-3-111, added 1993, ch. 288, sec. 2, p. 1026.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-112 - INTEREST.

28-3-112. INTEREST. (1) Unless otherwise provided in the instrument, (i) an instrument is not payable with interest, and (ii) interest on an interest-bearing instrument is payable from the date of the instrument.
(2) Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.
History:
[28-3-112, added 1993, ch. 288, sec. 2, p. 1026.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-113 - DATE OF INSTRUMENT.

28-3-113. DATE OF INSTRUMENT. (1) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as provided in section 28-4-401(3), an instrument payable on demand is not payable before the date of the instrument.
(2) If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.
History:
[28-3-113, added 1993, ch. 288, sec. 2, p. 1027.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-114 - CONTRADICTORY TERMS OF INSTRUMENT.

28-3-114. CONTRADICTORY TERMS OF INSTRUMENT. If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.
History:
[28-3-114, added 1993, ch. 288, sec. 2, p. 1027.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-115 - INCOMPLETE INSTRUMENT.

28-3-115. INCOMPLETE INSTRUMENT. (1) "Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.
(2) Subject to subsection (3) of this section, if an incomplete instrument is an instrument under section 28-3-104 it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under section 28-3-104 but, after completion, the requirements of section 28-3-104 are met, the instrument may be enforced according to its terms as augmented by completion.
(3) If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under section 28-3-407.
(4) The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.
History:
[28-3-115, added 1993, ch. 288, sec. 2, p. 1027.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-116 - JOINT AND SEVERAL LIABILITY — CONTRIBUTION.

28-3-116. JOINT AND SEVERAL LIABILITY — CONTRIBUTION. (1) Except as otherwise provided in the instrument, two (2) or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign.
(2) Except as provided in section 28-3-419(5) or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.
(3) Discharge of one (1) party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection (2) of this section of a party having the same joint and several liability to receive contribution from the party discharged.
History:
[28-3-116, added 1993, ch. 288, sec. 2, p. 1027.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-117 - OTHER AGREEMENTS AFFECTING INSTRUMENT.

28-3-117. OTHER AGREEMENTS AFFECTING INSTRUMENT. Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented or nullified by an agreement under this section, the agreement is a defense to the obligation.
History:
[28-3-117, added 1993, ch. 288, sec. 2, p. 1028.]
2023 Idaho Code › Title 28 - COMMERCIAL TRANSACTIONS › Chapter 3 - UNIFORM COMMERCIAL CODE — NEGOTIABLE INSTRUMENTS › Part 1 - GENERAL PROVISIONS AND DEFINITIONS › Section 28-3-118 - STATUTE OF LIMITATIONS.

28-3-118. STATUTE OF LIMITATIONS. (1) Except as provided in subsection (5) of this section, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six (6) years after the due date or dates stated in the note or, if a due date is accelerated, within six (6) years after the accelerated due date.
(2) Except as provided in subsection (4) or (5) of this section, if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note must be commenced within six (6) years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of ten (10) years.
(3) Except as provided in subsection (4) of this section, an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within three (3) years after dishonor of the draft or ten (10) years after the date of the draft, whichever period expires first.
(4) An action to enforce the obligation of the acceptor of a certified check or the issuer of a teller’s check, cashier’s check, or traveler’s check must be commenced within three (3) years after demand for payment is made to the acceptor or issuer, as the case may be.
(5) An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within six (6) years after demand for payment is made to the maker, but if the instrument states a due date and the maker is not required to pay before that date, the six (6) year period begins when a demand for payment is in effect and the due date has passed.
(6) An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced (i) within six (6) years after the due date or dates stated in the draft or acceptance if the obligation of the acceptor is payable at a definite time, or (ii) within six (6) years after the date of the acceptance if the obligation of the acceptor is payable on demand.
(7) Unless governed by other law regarding claims for indemnity or contribution, an action (i) for conversion of an instrument, for money had and received, or like action based on conversion, (ii) for breach of warranty, or (iii) to enforce an obligation, duty or right arising under this chapter and not governed by this section must be commenced within three (3) years after the cause of action accrues.
History:
[28-3-118, added 1993, ch. 288, sec. 2, p. 1028.]