reglab/statecodes huggingface dataset:
2023 Michigan Compiled Laws › Chapter 438 - Money and Interest › Act 140 of 1861 - Interest on Contracts Between Citizens of Michigan and Other States (438.151 - 438.154) › Section 438.151 - Interest Rate; Obligations Payable Out of State.

438.151 Interest rate; obligations payable out of state.
Sec. 1.
That it shall be lawful for any person or corporation, borrowing money in this State, to make notes, bills, bonds, drafts, acceptances, mortgages, or other securities, for the payment of principal or interest, at the rates authorized by the laws of this State, payable at the place where the parties may agree, although the legal rate of interest in such place may be less than in this State; and such notes, bonds, bills, drafts, or other securities, shall not be regarded or held to be usurious, nor shall any securities taken for the same, or upon such loans be invalidated in consequence of the rate of interest of the State, kingdom or country, where the paper is made payable, being less than in this State, nor of any usury or penal law therein.
History:
1861, Act 140, Eff. June 16, 1861 ;-- CL 1871, 1638 ;-- How. 1600 ;-- CL 1897, 4860 ;-- CL 1915, 6002 ;-- CL 1929, 9244 ;-- CL 1948, 438.151
2023 Michigan Compiled Laws › Chapter 438 - Money and Interest › Act 140 of 1861 - Interest on Contracts Between Citizens of Michigan and Other States (438.151 - 438.154) › Section 438.152 - Interest Valid in This State; Defense of Usury Not Available.

438.152 Interest valid in this state; defense of usury not available.
Sec. 2.
No plea of usury, nor defense founded upon an allegation of usury, shall be sustained in any court in this State, nor shall any security be held invalid on an allegation of usury, where the rate of interest reserved, discounted or taken, does not exceed that allowed by the laws of this State, in consequence of such security being payable in a State, kingdom or country where such rate of interest is not allowed.
History:
1861, Act 140, Eff. June 16, 1861 ;-- CL 1871, 1639 ;-- How. 1601 ;-- CL 1897, 4861 ;-- CL 1915, 6003 ;-- CL 1929, 9245 ;-- CL 1948, 438.152
2023 Michigan Compiled Laws › Chapter 438 - Money and Interest › Act 140 of 1861 - Interest on Contracts Between Citizens of Michigan and Other States (438.151 - 438.154) › Section 438.153 - Interest Valid in This State; Lawful to Take, Reserve, or Discount.

438.153 Interest valid in this state; lawful to take, reserve, or discount.
Sec. 3.
It shall be lawful for all parties loaning money in this State, to take, reserve or discount interest upon any note, bond, bill, draft, acceptance, or other commercial paper, mortgage, or other security, at any rate authorized by the laws of this State, whether such paper or securities, for principal or interest, be payable in this State, or in any other State, kingdom or country, without regard to the laws of any other State, kingdom or country; and all such notes, bonds, bills, drafts, or acceptances, or other commercial paper, mortgages or other security, shall be held valid in this State, whether the parties to the same reside in this State or elsewhere.
History:
1861, Act 140, Eff. June 16, 1861 ;-- CL 1871, 1640 ;-- How. 1602 ;-- CL 1897, 4862 ;-- CL 1915, 6004 ;-- CL 1929, 9246 ;-- CL 1948, 438.153
2023 Michigan Compiled Laws › Chapter 438 - Money and Interest › Act 140 of 1861 - Interest on Contracts Between Citizens of Michigan and Other States (438.151 - 438.154) › Section 438.154 - Contract Made in State or With Citizen of State; Principal and Interest Payable Out of State; Governing Law.

438.154 Contract made in state or with citizen of state; principal and interest payable out of state; governing law.
Sec. 4.
When any contract or loan shall be made in this State or between citizens of this State and any other State or country, bearing interest at any rate which was or shall be lawful according to any law of the State of Michigan, it shall and may be lawful to make the amount of principal and interest of such contract or loan payable in any other State or territory of the United States, or in England; and in all such cases, such contract or loan shall be deemed and considered as governed by the laws of the State of Michigan, and shall not be affected by the laws of the State or country where the same shall be made payable, and no contract or loan, which may have heretofore been made or entered into in this State, or between citizens of this State and of any other country bearing interest at a rate which was legal according to the laws of this State at the time when the same was made or entered into, shall be invalidated or in anywise impaired or affected by reason of the same having been made payable in any other State or country.
History:
1861, Act 140, Eff. June 16, 1861 ;-- CL 1871, 1641 ;-- How. 1603 ;-- CL 1897, 4863 ;-- CL 1915, 6005 ;-- CL 1929, 9247 ;-- CL 1948, 438.154
2023 Michigan Compiled Laws › Chapter 439 - Negotiable Instruments Law › Repealed - Act 265 of 1905 - Negotiable Instruments Law (439.1 - 439.191)

NEGOTIABLE INSTRUMENTS LAW
Act 265 of 1905
439.1-439.191 Repealed. 1962, Act 174, Eff. Jan. 1, 1964.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-1 - Part 1 Short Title, Construction, Application and Subject Matter of the Act (440.1101...440.1108) › Section 440.1101 - Uniform Commercial Code; Short Title of Act; Heading of Article.

440.1101 Uniform commercial code; short title of act; heading of article.
Sec. 1101.
(1) This act shall be known and may be cited as the "uniform commercial code".
(2) This article shall be known and may be cited as the "uniform commercial code – general provisions".
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-1 - Part 1 Short Title, Construction, Application and Subject Matter of the Act (440.1101...440.1108) › Section 440.1102 - Applicability of Articles.

440.1102 Applicability of articles.
Sec. 1102.
This article applies to a transaction to the extent that it is governed by another article of this act.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-1 - Part 1 Short Title, Construction, Application and Subject Matter of the Act (440.1101...440.1108) › Section 440.1103 - Construction of Act.

440.1103 Construction of act.
Sec. 1103.
(1) This act must be liberally construed and applied to promote the following underlying purposes and policies:
(a) To simplify, clarify, and modernize the law governing commercial transactions.
(b) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties.
(c) To make uniform the law among the various jurisdictions.
(2) Unless displaced by the particular provisions of this act, 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, or other validating or invalidating cause shall supplement its provisions.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-1 - Part 1 Short Title, Construction, Application and Subject Matter of the Act (440.1101...440.1108) › Section 440.1104 - Construction of Act as to Implied Repeal by Subsequent Legislation.

440.1104 Construction of act as to implied repeal by subsequent legislation.
Sec. 1104.
This act being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-1 - Part 1 Short Title, Construction, Application and Subject Matter of the Act (440.1101...440.1108) › Section 440.1105 - Repealed. 2012, Act 86, Eff. July 1, 2013.

440.1105 Repealed. 2012, Act 86, Eff. July 1, 2013.
Compiler's Notes:
The repealed section pertained to effectiveness of certain provisions in case of contrary agreements.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-1 - Part 1 Short Title, Construction, Application and Subject Matter of the Act (440.1101...440.1108) › Section 440.1106 - Meanings.

440.1106 Meanings.
Sec. 1106.
All of the following apply in this act, unless the statutory context otherwise requires:
(a) Words in the singular number include the plural, and those in the plural include the singular.
(b) Words of any gender also refer to any other gender.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-1 - Part 1 Short Title, Construction, Application and Subject Matter of the Act (440.1101...440.1108) › Section 440.1107 - Repealed. 2012, Act 86, Eff. July 1, 2013.

440.1107 Repealed. 2012, Act 86, Eff. July 1, 2013.
Compiler's Notes:
The repealed section pertained to discharge of claims or rights after breach.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-1 - Part 1 Short Title, Construction, Application and Subject Matter of the Act (440.1101...440.1108) › Section 440.1108 - Electronic Signatures.

440.1108 Electronic signatures.
Sec. 1108.
This article modifies, limits, and supersedes the electronic signatures in global and national commerce act, 15 USC 7001 to 7031, except that nothing in this article modifies, limits, or supersedes section 7001(c) of that act, 15 USC 7001, or authorizes electronic delivery of any of the notices described in section 7003(b) of that act, 15 USC 7003.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1202 - Definitions.

440.1202 Definitions.
Sec. 1202.
For purposes of this act:
(a) Subject to subdivision (f), a person has "notice" of a fact if the person has any of the following:
(i) Actual knowledge of it.
(ii) Received a notice or notification of it.
(iii) From all the facts and circumstances known to the person at the time in question, reason to know that it exists.
(b) "Knowledge" means 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 those 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 subdivision (f), a person "receives" a notice or notification when either of the following occurs:
(i) It comes to that person's attention.
(ii) 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 those 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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1204 - Value for Rights.

440.1204 Value for rights.
Sec. 1204.
Except as otherwise provided in articles 3, 4, and 5, a person gives value for rights if the person acquires them for any of the following:
(a) 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.
(b) As security for, or in total or partial satisfaction of, a preexisting claim.
(c) By accepting delivery under a preexisting contract for purchase.
(d) In return for any consideration sufficient to support a simple contract.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1205 - Time for Taking Action.

440.1205 Time for taking action.
Sec. 1205.
(1) Whether a time for taking an action required by this act is reasonable depends on the nature, purpose, and circumstances of the action.
(2) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1206 - Presumption.

440.1206 Presumption.
Sec. 1206.
Whenever this act 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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1998, Act 278, Imd. Eff. July 27, 1998 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1207 - Repealed. 2012, Act 86, Eff. July 1, 2013.

440.1207 Repealed. 2012, Act 86, Eff. July 1, 2013.
Compiler's Notes:
The repealed section pertained to performance or acceptance of reservation of rights.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1208 - Repealed. 2012, Act 86, Eff. July 1, 2013.

440.1208 Repealed. 2012, Act 86, Eff. July 1, 2013.
Compiler's Notes:
The repealed section pertained to right to accelerate or require collateral.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1209 - Repealed. 2012, Act 86, Eff. July 1, 2013.

440.1209 Repealed. 2012, Act 86, Eff. July 1, 2013.
Compiler's Notes:
The repealed section pertained to subordination.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1210 - Repealed. 2012, Act 86, Eff. July 1, 2013.

440.1210 Repealed. 2012, Act 86, Eff. July 1, 2013.
Compiler's Notes:
The repealed section pertained to definitions.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-2 - Part 2 General Definitions and Principles of Interpretation (440.1201...440.1211) › Section 440.1211 - Repealed. 2012, Act 86, Eff. July 1, 2013.

440.1211 Repealed. 2012, Act 86, Eff. July 1, 2013.
Compiler's Notes:
The repealed section pertained to contract, security, or instrument, and introduction of euro to agreement.
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1301 - Applicability of Law of This State or Other State or Nation; Applicability of Act to Transactions Bearing Relation to State; Provisions Specifying Applicable Law.

440.1301 Applicability of law of this state or other state or nation; applicability of act to transactions bearing relation to state; provisions specifying applicable law.
Sec. 1301.
(1) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of that other state or nation shall govern their rights and duties.
(2) In the absence of an agreement effective under subsection (1), and except as provided in subsection (3), this act applies to transactions bearing an appropriate relation to this state.
(3) If 1 of the following provisions of this act specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(a) Section 2402.
(b) Sections 2A105 and 2A106.
(c) Section 4102.
(d) Section 4A507.
(e) Section 5116.
(f) Section 8110.
(g) Sections 9301 through 9307.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1302 - Agreements; "Unless Otherwise Agreed"; Implication.

440.1302 Agreements; "unless otherwise agreed"; implication.
Sec. 1302.
(1) Except as otherwise provided in subsection (2) or elsewhere in this act, the effect of any provision of this act may be varied by agreement.
(2) The obligations of good faith, diligence, reasonableness, and care prescribed by this act 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 act requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
(3) The presence in certain provisions of this act of the phrase "unless otherwise agreed", or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1303 - Course of Performance, Course of Dealing, or Usage of Trade.

440.1303 Course of performance, course of dealing, or usage of trade.
Sec. 1303.
(1) For purposes of this act, a "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if both of the following are met:
(a) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party.
(b) The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(2) For purposes of this act, a "course of dealing" is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(3) For purposes of this act, 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 a usage of trade must be proved as facts. If it is established that a usage of trade is embodied in a trade code or similar record, the interpretation of the record is a question of law.
(4) A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.
(5) Except as otherwise provided in subsection (6), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. All of the following apply if that construction is unreasonable:
(a) Express terms prevail over course of performance, course of dealing, and usage of trade.
(b) Course of performance prevails over course of dealing and usage of trade.
(c) Course of dealing prevails over usage of trade.
(6) Subject to section 2209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(7) Evidence of a relevant usage of trade offered by 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.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1304 - Good Faith Obligation.

440.1304 Good faith obligation.
Sec. 1304.
Every contract or duty within this act imposes an obligation of good faith in its performance and enforcement.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1305 - Administration of Remedies; Enforcement of Right or Obligation.

440.1305 Administration of remedies; enforcement of right or obligation.
Sec. 1305.
(1) The remedies provided in this act must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in this act or by other rule of law.
(2) Any right or obligation declared by this act is enforceable by action unless the provision declaring it specifies a different and limited effect.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1306 - Claim or Right Arising Out of Alleged Breach; Discharge.

440.1306 Claim or right arising out of alleged breach; discharge.
Sec. 1306.
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.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1307 - Prima Facie Evidence of Certain Documents.

440.1307 Prima facie evidence of certain documents.
Sec. 1307.
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.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1308 - Performance or Promise of Performance; Effect of Reservation of Rights; Applicability of Subsection (1) to Accord and Satisfaction.

440.1308 Performance or promise of performance; effect of reservation of rights; applicability of subsection (1) to accord and satisfaction.
Sec. 1308.
(1) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not prejudice the rights reserved by that performance, promise, or assent. Words such as "without prejudice", "under protest", or the like are sufficient.
(2) Subsection (1) does not apply to an accord and satisfaction.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1309 - Accelerating Payment or Performance or Requiring Collateral or Additional Collateral.

440.1309 Accelerating payment or performance or requiring collateral or additional collateral.
Sec. 1309.
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.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 1 - General Provisions (440.1101...440.1310) › 174-1962-1-3 - Part 3 Territorial Applicability and General Rules (440.1301...440.1310) › Section 440.1310 - Subordination.

440.1310 Subordination.
Sec. 1310.
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.
History:
Add. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-1 - Part 1 Short Title, General Construction and Subject Matter (440.2101...440.2107) › Section 440.2101 - Uniform Commercial Code—sales; Short Title.

440.2101 Uniform commercial code—sales; short title.
Sec. 2101.
This article shall be known and may be cited as "uniform commercial code—sales".
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-1 - Part 1 Short Title, General Construction and Subject Matter (440.2101...440.2107) › Section 440.2102 - Application of Article; Security and Other Transactions Excluded.

440.2102 Application of article; security and other transactions excluded.
Sec. 2102.
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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-1 - Part 1 Short Title, General Construction and Subject Matter (440.2101...440.2107) › Section 440.2103 - Article 2; Definitions.

440.2103 Article 2; definitions.
Sec. 2103.
(1) In this article unless the context otherwise requires:
(a) "Buyer" means a person who buys or contracts to buy goods.
(b) "Receipt" of goods means taking physical possession of them.
(c) "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 2606.
"Banker's credit".
Section 2325.
"Between merchants".
Section 2104.
"Cancellation".
Section 2106(4).
"Commercial unit".
Section 2105.
"Confirmed credit".
Section 2325.
"Conforming to contract".
Section 2106.
"Contract for sale".
Section 2106.
"Cover".
Section 2712.
"Entrusting".
Section 2403.
"Financing agency".
Section 2104.
"Future goods".
Section 2105.
"Goods".
Section 2105.
"Identification".
Section 2501.
"Installment contract".
Section 2612.
"Letter of credit".
Section 2325.
"Lot".
Section 2105.
"Merchant".
Section 2104.
"Overseas".
Section 2323.
"Person in position of seller".
Section 2707.
"Present sale".
Section 2106.
"Sale".
Section 2106.
"Sale on approval".
Section 2326.
"Sale or return".
Section 2326.
"Termination".
Section 2106.
(3) "Control" as provided in section 7106 and the following definitions in other articles apply to this article:
"Check".
Section 3104.
"Consignee".
Section 7102.
"Consignor".
Section 7102.
"Consumer goods".
Section 9102.
"Dishonor".
Section 3502.
"Draft".
Section 3104.
(4) In addition, article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2000, Act 348, Eff. July 1, 2001 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-1 - Part 1 Short Title, General Construction and Subject Matter (440.2101...440.2107) › Section 440.2104 - “Merchant," “Financing Agency,” and “Between Merchants” Defined.

440.2104 “Merchant," “financing agency,” and “between merchants” defined.
Sec. 2104.
(1) "Merchant" means a person that deals in goods of the kind or otherwise by the person's occupation holds itself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to which that knowledge or skill may be attributed by the person's employment of an agent or broker or other intermediary who by the person's occupation holds itself out as having that knowledge or skill.
(2) "Financing agency" means a bank, finance company, or other person that in the ordinary course of business makes advances against goods or documents of title or that 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 sellers 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 that similarly intervenes between persons that are in the position of seller and buyer in respect to the goods under section 2707.
(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 87, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-1 - Part 1 Short Title, General Construction and Subject Matter (440.2101...440.2107) › Section 440.2105 - Goods, Lot, Commercial Unit; Definitions.

440.2105 Goods, lot, commercial unit; definitions.
Sec. 2105.
(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 2107).
(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are "future" goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.
(3) There may be a sale of a part interest in existing identified goods.
(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller's interest in the bulk be sold to the buyer who then becomes an owner in common.
(5) "Lot" means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.
(6) "Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-1 - Part 1 Short Title, General Construction and Subject Matter (440.2101...440.2107) › Section 440.2106 - Contract, Agreement, Contract for Sale, Sale, Present Sale; Definitions of Certain Terms.

440.2106 Contract, agreement, contract for sale, sale, present sale; definitions of certain terms.
Sec. 2106.
(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 2401). A "present sale" means a sale which is accomplished by the making of the contract.
(2) Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.
(3) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
(4) "Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-1 - Part 1 Short Title, General Construction and Subject Matter (440.2101...440.2107) › Section 440.2107 - Contract for Sale of Property Removable or Severable From Realty as Contract for Sale of Goods; Third Party Rights; Execution and Recording as Notice to Third Parties.

440.2107 Contract for sale of property removable or severable from realty as contract for sale of goods; third party rights; execution and recording as notice to third parties.
Sec. 2107.
(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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 1978, Act 369, Eff. Jan. 1, 1979
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-2 - Part 2 Form, Formation and Readjustment of Contracts (440.2201...440.2210) › Section 440.2201 - Formal Requirements; Statute of Frauds.

440.2201 Formal requirements; statute of frauds.
Sec. 2201.
(1) Except as otherwise provided in this section, a contract for the sale of goods for the price of $1,000.00 or more is not enforceable by way of action or defense unless there is a 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 or her 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 subsection beyond the quantity of goods shown in the 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 the party unless written notice of objection to its contents is given within 10 days after it is received.
(3) A contract that does not satisfy the requirements of subsection (1) but is valid in other respects is enforceable in any of the following circumstances:
(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 that reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement.
(b) If the party against whom enforcement is sought admits in his or her pleading or testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this section beyond the quantity of goods admitted.
(c) With respect to goods for which payment has been made and accepted or that have been received and accepted under section 2606.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2002, Act 15, Imd. Eff. Feb. 21, 2002
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-2 - Part 2 Form, Formation and Readjustment of Contracts (440.2201...440.2210) › Section 440.2202 - Final Written Expression of Agreement; Parol or Extrinsic Evidence.

440.2202 Final written expression of agreement; parol or extrinsic evidence.
Sec. 2202.
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 those terms as are included in that memoranda or writing may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented by any of the following:
(a) By course of performance, course of dealing, or usage of trade under section 1303.
(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.
History:
1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2012, Act 86, Eff. July 1, 2013
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-2 - Part 2 Form, Formation and Readjustment of Contracts (440.2201...440.2210) › Section 440.2203 - Seals.

440.2203 Seals.
Sec. 2203.
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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-2 - Part 2 Form, Formation and Readjustment of Contracts (440.2201...440.2210) › Section 440.2204 - Contract for Sale; Formation, Conduct, Time, Open Terms.

440.2204 Contract for sale; formation, conduct, time, open terms.
Sec. 2204.
(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.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-2 - Part 2 Form, Formation and Readjustment of Contracts (440.2201...440.2210) › Section 440.2205 - Firm Offers.

440.2205 Firm offers.
Sec. 2205.
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 3 months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
History:
1962, Act 174, Eff. Jan. 1, 1964
2023 Michigan Compiled Laws › Chapter 440 - Uniform Commercial Code › Act 174 of 1962 - Uniform Commercial Code (440.1101 - 440.11102) › Article 2 - Sales (440.2101...440.2725) › 174-1962-2-2 - Part 2 Form, Formation and Readjustment of Contracts (440.2201...440.2210) › Section 440.2206 - Offer and Acceptance in Formation of Contract.

440.2206 Offer and acceptance in formation of contract.
Sec. 2206.
(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 nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
History:
1962, Act 174, Eff. Jan. 1, 1964