reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 105a - Self-Service Storage Facilities › Section 3 - Lien on Personal Property; Contents of Rental Agreement

Section 3. The operator of a self-service storage facility shall have a lien on all personal property stored within each leased space for rent, labor, insurance or other charges in relationship to the property for expenses necessary for the preservation of the property or reasonably incurred in its sale pursuant to this chapter.
An operator shall lose such lien on any goods which such operator voluntarily delivers or which he unjustifiably refuses to deliver.
The rental agreement shall contain a statement, in bold type, advising the occupant: (a) that property stored in the leased space is not insured by the operator against loss or damage; (b) of the existence of the lien; (c) that property stored in the leased space may be sold to satisfy the lien if the occupant is in default; (d) if the rental agreement contains a limit on the value of property stored in the lessee's storage space, the limit is deemed to be the maximum value of the property stored in that space and the maximum liability of the operator for any claim; and (e) that a late fee may be charged by the operator for each month that the occupant does not pay rent when due.
The rental agreement shall state the date on which rent is due and the date on which the late fee accrues. If the operator offers notice by electronic mail, the rental agreement shall, in bold typeface, contain an affirmative statement that the occupant may agree to receive notice by electronic mail only. If the occupant chooses to receive notices by electronic mail only, the occupant's assent shall be indicated in the rental agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 105a - Self-Service Storage Facilities › Section 5 - Default; Access to Leased Space; Late Fees

Section 5. If an occupant is in default for a period of five days or more, the operator may deny the occupant access to the leased space in a reasonable and peaceable manner; provided, however, that the occupant may have access at any time for the sole purpose of viewing the contents of his leased space in order to verify the contents therein. The operator may impose a reasonable late fee on the occupant for each month the occupant does not pay rent when due. For purposes of this section, a reasonable late fee may be computed as the greater of $20 per month or 20 per cent of the amount of monthly rent. Any late fee imposed by the operator pursuant to this section shall be in addition to any other remedy provided by law or contract.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 105a - Self-Service Storage Facilities › Section 6 - Notices; Delivery by Verified or Electronic Mail

Section 6. Unless otherwise specifically provided, all notices required by this chapter shall be sent by verified mail or electronic mail.
Notices sent to the operator shall be sent to the self-service storage facility where the occupant's property is stored. Notices to the occupant shall be sent to the occupant at the occupant's last known address.
Except in the case of electronic mail, notices shall be deemed delivered when deposited with the United States Postal Service, properly addressed as provided in the second paragraph, with postage paid. In the case of electronic mail, notices shall be deemed delivered when an electronic delivery receipt is obtained.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 105a - Self-Service Storage Facilities › Section 7 - Exclusive Care, Custody and Control of Property Vested in Occupant

Section 7. Except as otherwise provided herein or as stated in the rental agreement, the exclusive care, custody and control of all property stored in the leased self-service space shall vest in the occupant until a lien sale under the provisions of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 105a - Self-Service Storage Facilities › Section 9 - Abandoned Leased Spaces; Possession and Disposition of Personal Property Upon Abandonment

Section 9. In the case of an abandoned leased space, the operator shall have the right to take possession of the leased space after 14 days and dispose of any personal property in the leased space by any means so long as the operator has attempted to contact the occupant on 2 separate days, at least 3 days apart, or, if unsuccessful, has attempted to contact the secondary or emergency contact, if 1 was provided, to discern whether the leased space is an abandoned lease space. This section shall not relieve the operator of any responsibility in the event of a default pursuant to section 4.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-103 - Construction of This Chapter to Promote Its Purposes and Policies; Applicability of Supplemental Principles of Law

Section 1–103. (a) This chapter shall be liberally construed and applied to promote its underlying purposes and policies, which are:
(1) to simplify, clarify and modernize the law governing commercial transactions;
(2) to permit the continued expansion of commercial practices through custom, usage and agreement of the parties; and
(3) to make uniform the law among the various jurisdictions.
(b) 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-108 - Relation to Electronic Signatures in Global and National Commerce Act

Section 1–108. This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, sections 101 through 107 of title 1 of Public Law 106–229, 15 U.S.C. section 7001, et seq., but does not modify, limit or supersede section 101(c) of said act, 15 U.S.C. section 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of said act, 15 U.S.C. section 7003(b).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-202 - Notice; Knowledge

Section 1–202. (a) Subject to subsection (f), a person has ''notice'' of a fact if the person:
(1) has actual knowledge of it;
(2) has received a notice or notification of it; or
(3) from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(b) ''Knowledge'', actual knowledge. ''Knows'' has a corresponding meaning.
(c) ''Discover'', ''learn'' or words of similar import refer to knowledge rather than to reason to know.
(d) 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.
(e) Subject to subsection (f), a person ''receives'' a notice or notification when:
(1) it comes to that person's attention; or
(2) 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.
(f) 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-204 - Value

Section 1–204. Except as otherwise provided in articles 3, 4 and 5, 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-205 - Reasonable Time; Seasonableness

Section 1–205. (a) Whether a time for taking an action required by this chapter is reasonable depends on the nature, purpose and circumstances of the action.
(b) 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-206 - Presumptions

Section 1–206. 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-301 - Territorial Applicability; Parties' Power to Choose Applicable Law

Section 1–301. (a) Except as provided hereafter in this section, when a transaction bears a reasonable relation to the commonwealth and also to another state or nation, the parties may agree that the law of either the commonwealth or of such other state or nation shall govern the rights and duties under the transaction. Failing to reach such an agreement, this chapter applies to transactions bearing an appropriate relation to the commonwealth.
(b) To the extent that this chapter governs a transaction, if one of the following sections specifies the applicable law, that section governs and a contrary agreement is effective only to the extent permitted by the section specified:
(1) section 2–402;
(2) sections 2A–105 and 2A–106;
(3) section 4–102;
(4) section 4A–507;
(5) section 5–116;
(6) section 8–110; and
(7) sections 9–301 through 9–307.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-302 - Variation by Agreement

Section 1–302. (a) Except as otherwise provided in subsection (b) or elsewhere in this chapter, the effect of this chapter may be varied by agreement.
(b) 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.
(c) 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-303 - Course of Performance, Course of Dealing, and Usage of Trade

Section 1–303. (a) A ''course of performance'' is a sequence of conduct between the parties to a particular transaction that exists if:
(1) the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(2) 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.
(b) 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 the parties' expressions and other conduct.
(c) 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.
(d) A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which the parties are engaged or of which the parties 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.
(e) Except as otherwise provided in subsection (f), the express terms of an agreement and any applicable course of performance, course of dealing or usage of trade must be construed, whenever reasonable, as consistent with each other. If such a construction is unreasonable:
(1) express terms prevail over course of performance, course of dealing and usage of trade;
(2) course of performance prevails over course of dealing and usage of trade; and
(3) course of dealing prevails over usage of trade.
(f) Subject to Section 2–209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(g) Evidence of a relevant usage of trade offered by 1 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-305 - Remedies to Be Liberally Administered

Section 1–305. (a) 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 nor special damages nor penal damages may be had except as specifically provided in this chapter or by other rule of law.
(b) Any right or obligation declared by this chapter is enforceable by action, unless the provision declaring it specifies a different and limited effect.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-306 - Waiver or Renunciation of Claim or Right After Breach

Section 1–306. 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. For purposes of this section, a party may ''authenticate'' a record by: (i) signing a record that is a writing; or (ii) attaching to or logically associating with a record that is not a writing an electronic sound, symbol or process with the present intent to adopt or accept the record.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-307 - Prima Facie Evidence by Third&ndash;party Documents

Section 1–307. 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-308 - Performance or Acceptance Under Reservation of Rights

Section 1–308. (a) 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.
(b) Subsection (a) does not apply to an accord and satisfaction.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-309 - Option to Accelerate at Will

Section 1–309. A term providing that 1 party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral ''at will'' or when the party ''deems itself insecure'', or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 1 - General Provisions › Section 1-310 - Subordinated Obligations

Section 1–310. 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-102 - Scope; Certain Security and Other Transactions Excluded From This Article

Section 2–102. 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-103 - Definitions and Index of Definitions

Section 2–103. (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
''Acceptance''. Section 2–606.
''Banker's credit''. Section 2–325.
''Between merchants''. Section 2–104.
''Cancellation''. Section 2–106(4).
''Commercial unit''. Section 2–105.
''Confirmed credit''. Section 2–325.
''Conforming to contract''. Section 2–106.
''Contract for sale''. Section 2–106.
''Cover''. Section 2–712.
''Entrusting''. Section 2–403.
''Financing agency''. Section 2–104.
''Future goods''. Section 2–105.
''Goods''. Section 2–105.
''Identification''. Section 2–501.
''Installment contract''. Section 2–612.
''Letter of credit''. Section 2–325.
''Lot''. Section 2–105.
''Merchant''. Section 2–104.
''Overseas''. Section 2–323.
''Person in position of seller''. Section 2–707.
''Present sale''. Section 2–106.
''Sale''. Section 2–106.
''Sale on approval''. Section 2–326.
''Sale or return''. Section 2–326.
''Termination''. Section 2–106.
(3) The following definitions in other Articles apply to this Article:
''Check''. Section 3–104.
''Consignee''. Section 7–102.
''Consignor''. Section 7–102.
''Consumer goods''. Section 9–102.
''Control''. Section 7–106.
''Dishonor''. Section 3–502.
''Draft''. Section 3–104.
(4) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-104 - Definitions: ''merchant''; ''between Merchants''; ''financing Agency''

Section 2–104. (1) ''Merchant'' means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.
(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 2–707).
(3) ''Between merchants'' means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-105 - Definitions; Transferability; ''goods''; ''future'' Goods; ''lot''; ''commercial Unit''

Section 2–105. (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 2–107).
(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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-106 - Definitions: ''contract''; ''agreement''; ''contract for Sale''; ''sale''; ''present Sale''; ''conforming'' to Contract; ''termination''; ''cancellation''

Section 2–106. (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 2–401). 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 cancelling party also retains any remedy for breach of the whole contract or of any unperformed balance.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-107 - Goods to Be Severed From Realty; Recording

Section 2–107. (1) A contract for the sale of minerals or the like, including oil and gas, or a structure or its materials to be removed from realty is a contract for the sale of goods within this Article if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.
(2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) or of timber to be cut is a contract for the sale of goods within this Article whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.
(3) The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer's rights under the contract for sale.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-201 - Formal Requirements: Statute of Frauds

Section 2–201. (1) Except as otherwise provided in this section a contract for the sale of goods for the price of five hundred dollars or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
(2) Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ten days after it is received.
(3) A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable
(a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
(b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c) with respect to goods for which payment has been made and accepted or which have been received and accepted (section 2–606).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-202 - Final Written Expression: Parol or Extrinsic Evidence

Section 2–202. Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented
(a) by course of performance, course of dealing or usage of trade, in section 1–303; and
(b) by evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-203 - Seals Inoperative

Section 2–203. The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-204 - Formation in General

Section 2–204. (1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-205 - Firm Offers

Section 2–205. An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-206 - Offer and Acceptance in Formation of Contract

Section 2–206. (1) Unless otherwise unambiguously indicated by the language or circumstances
(a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-207 - Additional Terms in Acceptance or Confirmation

Section 2–207. (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional or different terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(a) the offer expressly limits acceptance to the terms of the offer;
(b) they materially alter it; or
(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-209 - Modification, Rescission and Waiver

Section 2–209. (1) An agreement modifying a contract within this Article needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
(3) The requirements of the Statute of Frauds section of this Article (section 2–201) must be satisfied if the contract as modified is within its provisions.
(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-210 - Delegation of Performance; Assignment of Rights

Section 2–210. (1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.
(2) Except as otherwise provided in Section 9–406, unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise.
(21/2) The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.
(3) Unless the circumstances indicate the contrary a prohibition of assignment of ''the contract'' is to be construed as barring only the delegation to the assignee of the assignor's performance.
(4) An assignment of ''the contract'' or of ''all my rights under the contract'' or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.
(5) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (section 2–609).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-302 - Unconscionable Contract or Clause

Section 2–302. (1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose, and effect to aid the court in making the determination.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-304 - Price Payable in Money, Goods, Realty, or Otherwise

Section 2–304. (1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he is to transfer.
(2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to this Article, but not the transfer of the interest in realty or the transferor's obligations in connection therewith.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-305 - Open Price Term

Section 2–305. (1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if
(a) nothing is said as to price; or
(b) the price is left to be agreed by the parties and they fail to agree; or
(c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
(2) A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.
(3) When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his option treat the contract as cancelled or himself fix a reasonable price.
(4) Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-306 - Output, Requirements and Exclusive Dealings

Section 2–306. (1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.
(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-307 - Delivery in Single Lot or Several Lots

Section 2–307. Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-308 - Absence of Specified Place for Delivery

Section 2–308. Unless otherwise agreed
(a) the place for delivery of goods is the seller's place of business or if he has none his residence; but
(b) in a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and
(c) documents of title may be delivered through customary banking channels.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-309 - Absence of Specific Time Provisions; Notice of Termination

Section 2–309. (1) The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time.
(2) Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.
(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 2 - Sales › Section 2-310 - Open Time for Payment or Running of Credit; Authority to Ship Under Reservation

Section 2–310. Unless otherwise agreed
(a) payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and
(b) if the seller is authorized to send the goods he may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (section 2–513); and
(c) if delivery is authorized and made by way of documents of title otherwise than by subsection (b) then payment is due regardless of where the goods are to be received at the: (i) time and place at which the buyer is to receive delivery of the tangible documents; or (ii) time the buyer is to receive delivery of the electronic documents and at the seller's place of business or if none, the seller's residence; and
(d) where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.