reglab/statecodes huggingface dataset:
2023 Montana Code Annotated › Title 28. Contracts and Other Obligations › Chapter 11. Guaranty, Indemnity, and Suretyship › Part 4. Suretyship › 28-11-419. Creditor entitled to benefit of security held by surety

28-11-419. Creditor entitled to benefit of security held by surety.
A creditor is entitled to the benefit of everything which a surety has received from the debtor by way of security for the performance of the obligation and may, upon the maturity of the obligation, compel the application of such security to its satisfaction.
History: En. Sec. 3700, Civ. C. 1895; re-en. Sec. 5694, Rev. C. 1907; re-en. Sec. 8209, R.C.M. 1921; Cal. Civ. C. Sec. 2854; Field Civ. C. Sec. 1572; re-en. Sec. 8209, R.C.M. 1935; R.C.M. 1947, 30-508.
2023 Montana Code Annotated › Title 28. Contracts and Other Obligations › Chapter 11. Guaranty, Indemnity, and Suretyship › Part 4. Suretyship › 28-11-420. Principal's property to be taken first

28-11-420. Principal's property to be taken first.
Whenever property of a surety is hypothecated with property of the principal, the surety is entitled to have the property of the principal first applied to the discharge of the obligation.
History: En. Sec. 3696, Civ. C. 1895; re-en. Sec. 5693, Rev. C. 1907; re-en. Sec. 8208, R.C.M. 1921; Cal. Civ. C. Sec. 2850; Field Civ. C. Sec. 1571; re-en. Sec. 8208, R.C.M. 1935; R.C.M. 1947, 30-507.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-101. Short titles -- scope of chapter

30-1-101. Short titles -- scope of chapter.
(1) Chapters 1 through 9A of this title may be cited as Uniform Commercial Code.
(2) As used in chapters 1 through 9A of this title "code" means "Uniform Commercial Code" unless the context indicates otherwise.
(3) This chapter may be cited as the Uniform Commercial Code--General Provisions.
(4) This chapter applies to a transaction to the extent that it is governed by chapters 2 through 5, 7, 8, and 9A of this title.
History: En. Sec. 1-101, Ch. 264, L. 1963; amd. Sec. 12, Ch. 265, L. 1977; R.C.M. 1947, 87A-1-101; amd. Sec. 1, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-102. Purposes -- rules of construction

30-1-102. Purposes -- rules of construction.
(1) This code must be liberally construed and applied to promote its underlying purposes and policies, which are:
(a) to simplify, clarify, and modernize the law governing commercial transactions;
(b) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties;
(c) to make uniform the law among the various jurisdictions.
(2) In this code unless the context otherwise requires:
(a) words in the singular number include the plural, and in the plural include the singular;
(b) words of the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender may refer to any gender.
History: En. Sec. 1-102, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-102; amd. Sec. 2, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-103. Supplementary general principles of law applicable

30-1-103. Supplementary general principles of law applicable.
Unless displaced by the particular provisions of this code, 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: En. Sec. 1-103, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-103.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-104. Construction against implicit repeal

30-1-104. Construction against implicit repeal.
This code being a general code 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: En. Sec. 1-104, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-104.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-105. Repealed

30-1-105. Repealed.
Sec. 90, Ch. 575, L. 2005.
History: En. Sec. 1-105, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-105; amd. Sec. 1, Ch. 402, L. 1983; amd. Sec. 1, Ch. 410, L. 1991; amd. Sec. 1, Ch. 536, L. 1997; amd. Sec. 129, Ch. 305, L. 1999; amd. Sec. 1, Ch. 179, L. 2001.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-106. Remedies to be liberally administered

30-1-106. Remedies to be liberally administered.
(1) The remedies provided by this code shall 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 nor penal damages may be had except as specifically provided in this code or by other rule of law.
(2) Any right or obligation declared by this code is enforceable by action unless the provision declaring it specifies a different and limited effect.
History: En. Sec. 1-106, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-106.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-107. Waiver or renunciation of claim or right after breach

30-1-107. Waiver or renunciation of claim or right after breach.
A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.
History: En. Sec. 1-107, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-107; amd. Sec. 3, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-108. Severability

30-1-108. Severability.
If any provision or clause of this code or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of the code which can be given effect without the invalid provision or application, and to this end the provisions of this code are declared to be severable.
History: En. Sec. 1-108, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-108.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-109. Section captions

30-1-109. Section captions.
Section captions are parts of this code.
History: En. Sec. 1-109, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-109.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-110. Repealed

30-1-110. Repealed.
Sec. 90, Ch. 575, L. 2005.
History: En. Sec. 10-102, Ch. 264, L. 1963; R.C.M. 1947, 87A-10-102.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 1. Short Title, Construction, Application, and Subject Matter of the Code › 30-1-111. Repealed

30-1-111. Repealed.
Sec. 90, Ch. 575, L. 2005.
History: En. Sec. 10-104, Ch. 264, L. 1963; R.C.M. 1947, 87A-10-103.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-202. Prima facie evidence by third-party documents

30-1-202. Prima facie evidence by third-party documents.
A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party shall be prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
History: En. Sec. 1-202, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-202.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-203. Obligation of good faith

30-1-203. Obligation of good faith.
Every contract or duty within this code imposes an obligation of good faith in its performance or enforcement.
History: En. Sec. 1-203, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-203.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-204. Reasonable time -- seasonableness

30-1-204. Reasonable time -- seasonableness.
(1) Whether a time for taking an action required by this code 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: En. Sec. 1-204, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-204; amd. Sec. 5, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-205. Course of performance, course of dealing, and usage of trade

30-1-205. Course of performance, course of dealing, and usage of trade.
(1) A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if:
(a) the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(b) the other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(2) A "course of dealing" is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(3) A "usage of trade" is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage are to be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.
(4) A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement 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 wherever reasonable as consistent with each other. If such a construction is unreasonable:
(a) express terms prevail over course of performance, course of dealing, and usage of trade;
(b) course of performance prevails over course of dealing and usage of trade; and
(c) course of dealing prevails over usage of trade.
(6) Subject to 30-2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(7) Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.
History: En. Sec. 1-205, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-205; amd. Sec. 6, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-206. Repealed

30-1-206. Repealed.
Sec. 90, Ch. 575, L. 2005.
History: En. Sec. 1-206, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-206; amd. Sec. 2, Ch. 536, L. 1997; amd. Sec. 131, Ch. 305, L. 1999.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-207. Performance or acceptance under reservation of rights

30-1-207. Performance or acceptance under reservation of rights.
(1) A party that, with explicit reservation of rights, performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as "without prejudice", "under protest", or the like are sufficient.
(2) Subsection (1) does not apply to an accord and satisfaction.
History: En. Sec. 1-207, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-207; amd. Sec. 3, Ch. 410, L. 1991.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-208. Option to accelerate at will

30-1-208. Option to accelerate at will.
A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure" or in 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: En. Sec. 1-208, Ch. 264, L. 1963; R.C.M. 1947, 87A-1-208; amd. Sec. 7, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-209. Subordinated obligations

30-1-209. Subordinated obligations.
An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.
History: En. Sec. 3, Ch. 402, L. 1983; amd. Sec. 8, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-210. Notice -- knowledge

30-1-210. Notice -- knowledge.
(1) Subject to subsection (6), a person has "notice" of a fact if the person:
(a) has actual knowledge of it;
(b) has received a notice or notification of it; or
(c) from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(2) "Knowledge" means actual knowledge.
(3) "Discover", "learn", or words of similar import refer to knowledge rather than to notice.
(4) A person "notifies" or "gives" a notice or notification to another by taking such steps as may be reasonably required to inform the other in ordinary course, whether or not the other person actually comes to know of it.
(5) Subject to subsection (6), a person "receives" a notice or notification when:
(a) it comes to that person's attention; or
(b) it is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
(6) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual's attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
History: En. Sec. 9, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 2. General Definitions and Principles of Interpretation › 30-1-212. Value

30-1-212. Value.
Except as otherwise provided in chapters 3 through 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.
History: En. Sec. 11, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 3. Territorial Applicability › 30-1-301. Territorial applicability -- parties power to choose applicable law

30-1-301. Territorial applicability -- parties power to choose applicable law.
(1) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of the 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 code applies to transactions bearing an appropriate relation to this state.
(3) If one of the following provisions of this code 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 30-2-402;
(b) Sections 30-2A-105 and 30-2A-106;
(c) Section 30-4-102;
(d) Section 30-4A-507;
(e) Section 30-5-136;
(f) Section 30-8-120;
(g) Sections 30-9A-301 through 30-9A-307.
History: En. Sec. 12, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 1. Uniform Commercial Code General Provisions › Part 3. Territorial Applicability › 30-1-302. Variation by agreement

30-1-302. Variation by agreement.
(1) Except as otherwise provided in subsection (2) or elsewhere in this code, the effect of provisions of this code may be varied by agreement.
(2) The obligations of good faith, diligence, reasonableness, and care prescribed by this code 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 code requires any action to be taken within a reasonable time, any time which is not manifestly unreasonable may be fixed by agreement.
(3) The presence in certain provisions of this code 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: En. Sec. 13, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 1. Short Title, General Construction, and Subject Matter › 30-2-101. Short title

30-2-101. Short title.
This chapter shall be known and may be cited as Uniform Commercial Code--Sales.
History: En. Sec. 2-101, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-101.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 1. Short Title, General Construction, and Subject Matter › 30-2-102. Scope -- certain security and other transactions excluded from this chapter

30-2-102. Scope -- certain security and other transactions excluded from this chapter.
Unless the context otherwise requires, this chapter 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 chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
History: En. Sec. 2-102, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-102.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 1. Short Title, General Construction, and Subject Matter › 30-2-103. Definitions and index of definitions

30-2-103. Definitions and index of definitions.
(1) In this chapter, unless the context otherwise requires, the following definitions apply:
(a) "Buyer" means a person who buys or contracts to buy goods.
(b) "Good faith", in the case of a merchant, means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
(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 chapter or to specified parts thereof and the sections in which they appear are:
"Acceptance". 30-2-606.
"Banker's credit". 30-2-325.
"Between merchants". 30-2-104.
"Cancellation". 30-2-106(4).
"Commercial unit". 30-2-105.
"Confirmed credit". 30-2-325.
"Conforming to contract". 30-2-106.
"Contract for sale". 30-2-106.
"Cover". 30-2-712.
"Entrusting". 30-2-403.
"Financing agency". 30-2-104.
"Future goods". 30-2-105.
"Goods". 30-2-105.
"Identification". 30-2-501.
"Installment contract". 30-2-612.
"Letter of credit". 30-2-325.
"Lot". 30-2-105.
"Merchant". 30-2-104.
"Overseas". 30-2-323.
"Person in position of seller". 30-2-707.
"Present sale". 30-2-106.
"Sale". 30-2-106.
"Sale on approval". 30-2-326.
"Sale or return". 30-2-326.
"Termination". 30-2-106.
(3) The following definitions in other chapters apply to this chapter:
"Check". 30-3-104.
"Consignee". 30-7-102.
"Consignor". 30-7-102.
"Consumer goods". 30-9A-102.
"Dishonor". 30-3-512.
"Draft". 30-3-104.
(4) In addition, chapter 1 contains general definitions and principles of construction and interpretation applicable throughout this chapter.
History: En. Sec. 2-103, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-103; amd. Sec. 4, Ch. 410, L. 1991; amd. Sec. 132, Ch. 305, L. 1999.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 1. Short Title, General Construction, and Subject Matter › 30-2-104. Definitions -- "merchant" -- "between merchants" -- "financing agency"

30-2-104. Definitions -- "merchant" -- "between merchants" -- "financing agency".
(1) "Merchant" means a person that deals in goods of the kind or otherwise is held out by occupation as having knowledge or skill peculiar to the practices or goods involved in the transaction or to which the knowledge or skill may be attributed by the person's employment of an agent or broker or other intermediary that is held out by occupation as having the 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 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 that similarly intervenes between persons that are in the position of seller and buyer in respect to the goods (30-2-707).
(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
History: En. Sec. 2-104, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-104; amd. Sec. 14, Ch. 575, L. 2005.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 1. Short Title, General Construction, and Subject Matter › 30-2-105. Definitions -- transferability -- "goods" -- "future" goods -- "lot" -- "commercial unit"

30-2-105. Definitions -- transferability -- "goods" -- "future" goods -- "lot" -- "commercial unit".
(1) "Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Chapter 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 (30-2-107).
(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.
History: En. Sec. 2-105, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-105.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 1. Short Title, General Construction, and Subject Matter › 30-2-106. Definitions -- "contract" -- "agreement" -- "contract for sale" -- "sale" -- "present sale" -- "conforming" to contract -- "termination" -- "cancellation"

30-2-106. Definitions -- "contract" -- "agreement" -- "contract for sale" -- "sale" -- "present sale" -- "conforming" to contract -- "termination" -- "cancellation".
(1) In this chapter 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 (30-2-401). 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 canceling party also retains any remedy for breach of the whole contract or any unperformed balance.
History: En. Sec. 2-106, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-106.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 1. Short Title, General Construction, and Subject Matter › 30-2-107. Goods to be severed from realty -- recording

30-2-107. Goods to be severed from realty -- recording.
(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 chapter 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 chapter 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: En. Sec. 2-107, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-107; amd. Sec. 4, Ch. 402, L. 1983.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-201. Formal requirements -- statute of frauds

30-2-201. Formal requirements -- statute of frauds.
(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by the party's 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 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 the party's 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 (30-2-606).
History: En. Sec. 2-201, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-201; amd. Sec. 838, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-202. Final written expression -- parol or extrinsic evidence

30-2-202. Final written expression -- parol or extrinsic evidence.
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(a) by course of dealing or usage of trade (30-1-205) or by course of performance (30-2-208); 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.
History: En. Sec. 2-202, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-202.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-203. Seals inoperative

30-2-203. Seals inoperative.
The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.
History: En. Sec. 2-203, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-203.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-204. Formation in general

30-2-204. Formation in general.
(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
History: En. Sec. 2-204, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-204.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-205. Firm offers

30-2-205. Firm offers.
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed 3 months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
History: En. Sec. 2-205, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-205.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-206. Offer and acceptance in formation of contract

30-2-206. Offer and acceptance in formation of contract.
(1) Unless otherwise unambiguously indicated by the language or circumstances:
(a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of 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: En. Sec. 2-206, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-206.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-207. Additional terms in acceptance or confirmation

30-2-207. Additional terms in acceptance or confirmation.
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional 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 code.
History: En. Sec. 2-207, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-207; amd. Sec. 5, Ch. 402, L. 1983.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-208. Course of performance or practical construction

30-2-208. Course of performance or practical construction.
(1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement.
(2) The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of performance and course of performance shall control both course of dealing and usage of trade (30-1-205).
(3) Subject to the provisions of the next section on modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent with such course of performance.
History: En. Sec. 2-208, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-208.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-209. Modification, rescission and waiver

30-2-209. Modification, rescission and waiver.
(1) An agreement modifying a contract within this chapter needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
(3) The requirements of the statute of frauds section of this chapter (30-2-201) 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.
History: En. Sec. 2-209, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-209.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 2. Form, Formation, and Readjustment of Contract › 30-2-210. Delegation of performance -- assignment of rights

30-2-210. Delegation of performance -- assignment of rights.
(1) A party may perform the party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the party's 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) Unless otherwise agreed all rights of either seller or buyer can be assigned except when the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the other party by the contract, or impair materially the other party's 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 the assignor's entire obligation can be assigned despite agreement otherwise.
(3) The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but:
(a) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and
(b) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.
(4) Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance.
(5) An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment 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 the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.
(6) The other party may treat any assignment that delegates performance as creating reasonable grounds for insecurity and may without prejudice to the other party's rights against the assignor demand assurances from the assignee (30-2-609).
History: En. Sec. 2-210, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-210; amd. Sec. 133, Ch. 305, L. 1999.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 3. General Obligation and Construction of Contract › 30-2-301. General obligations of parties

30-2-301. General obligations of parties.
The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
History: En. Sec. 2-301, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-301.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 3. General Obligation and Construction of Contract › 30-2-302. Unconscionable contract or clause

30-2-302. Unconscionable contract or clause.
(1) If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
History: En. Sec. 2-302, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-302.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 3. General Obligation and Construction of Contract › 30-2-303. Allocation or division of risks

30-2-303. Allocation or division of risks.
Where this chapter allocates a risk or a burden as between the parties "unless otherwise agreed", the agreement may not only shift the allocation but may also divide the risk or burden.
History: En. Sec. 2-303, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-303.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 3. General Obligation and Construction of Contract › 30-2-304. Price payable in money, goods, realty, or otherwise

30-2-304. Price payable in money, goods, realty, or otherwise.
(1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which that party is to transfer.
(2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to this chapter, but not the transfer of the interest in realty or the transferor's obligations in connection with the transfer.
History: En. Sec. 2-304, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-304; amd. Sec. 839, Ch. 56, L. 2009.
2023 Montana Code Annotated › Title 30. Trade and Commerce › Chapter 2. Uniform Commercial Code Sales › Part 3. General Obligation and Construction of Contract › 30-2-305. Open price term

30-2-305. Open price term.
(1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if:
(a) nothing is said as to price; or
(b) the price is left to be agreed by the parties and they fail to agree; or
(c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
(2) A price to be fixed by the seller or by the buyer means a price to be fixed 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 the party's option treat the contract as canceled or the party may 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.
History: En. Sec. 2-305, Ch. 264, L. 1963; R.C.M. 1947, 87A-2-305; amd. Sec. 840, Ch. 56, L. 2009.