reglab/statecodes huggingface dataset:
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-102 - Scope of article

Article 1 applies to a transaction to the extent that it is governed by another article of the Uniform Commercial Code.
Former §
75-1-102
[Codes, 1942, § 41A:1-102; Laws, 1966, ch. 316, § 1-102, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] is now found in comparable provisions enacted at §§
75-1-103
,
75-1-106
and
75-1-302
by Laws, 2010, ch. 506, § 3, eff. 7/1/2010. Present §
75-1-102
was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-103 - Construction of Uniform Commercial Code to promote its purposes and policies; applicability of supplemental principles of law

(a)
The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are:
(1)
To simplify, clarify, and modernize the law governing commercial transactions;
(2)
To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(3)
To make uniform the law among the various jurisdictions.
(b)
Unless displaced by the particular provisions of the Uniform Commercial 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, and other validating or invalidating cause supplement its provisions.
Present §
75-1-103
is derived from former §§
75-1-102(1), (2)
[Codes, 1942, § 41A:1-102; Laws, 1966, ch. 316, § 1-102, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and 75-1-103 [Codes, 1942, § 41A:1-103; Laws, 1966, ch. 316, § 1-103, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010], and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-104 - Construction against implied repeal

The Uniform Commercial Code 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.
Present §
75-1-104
is derived from former §
75-1-104
[Codes, 1942, § 41A:1-104; Laws, 1966, ch. 316, § 1-104, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-105 - Severability

If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code which can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable.
Former §
75-1-105
[Codes, 1942, § 41A:1-105; Laws, 1966, ch. 316, § 1-105; Laws, 1977, ch. 452, § 1; Laws, 1991, ch. 316, § 1; Laws, 1994, ch. 445, § 2; Laws, 1996, ch. 460, § 19; Laws, 1996, ch. 468, § 53; Laws, 2001, ch. 495, § 4, eff. 1/1/2002; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] is now found in comparable provisions enacted at §
75-1-301
by Laws, 2010, ch. 506, § 3, eff. 7/1/2010; Present §
75-1-105
is derived from former §
75-1-108
[Codes, 1942, § 41A:1-108; Laws, 1966, ch. 316, § 1-108, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-106 - Use of singular and plural; gender

In the Uniform Commercial Code, unless the statutory context otherwise requires:
(1)
Words in the singular number include the plural, and those in the plural include the singular; and
(2)
Words of any gender also refer to any other gender.
Former §
75-1-106
[Codes, 1942, § 41A:1-106; Laws, 1966, ch. 316, § 1-106, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] is now found in comparable provisions enacted at §
75-1-305
by Laws, 2010, ch. 506, § 3, eff. 7/1/2010; Present §
75-1-106
is derived from former §
75-1-102(b)
[Codes, 1942, § 41A:1-102; Laws, 1966, ch. 316, § 1-102, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-107 - Section captions

Section captions are part of the Uniform Commercial Code.
Former §
75-1-107
[Codes, 1942, § 41A:1-107; Laws, 1966, ch. 316, § 1-107, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] is now found in comparable provisions enacted at §
75-1-306
by Laws, 2010, ch. 506, § 3, eff. 7/1/2010; Present §
75-1-107
is derived from former §
75-1-109
[Codes, 1942, § 41A:1-109; Laws, 1966, ch. 316, § 1-109, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-108 - Relation to Electronic Signatures in Global and National Commerce Act

This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act,
15 USC Section 7001
et seq., except that nothing in this article modifies, limits, or supersedes Section 7001(c) of that act or authorizes electronic delivery of any of the notices described in Section 7003(b) of that act.
Former §
75-1-108
[Codes, 1942, § 41A:1-108; Laws, 1966, ch. 316, § 1-108, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] is now found in comparable provisions enacted at §
75-1-105
by Laws, 2010, ch. 506, § 3, eff. 7/1/2010; Present §
75-1-108
was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-109 - [Repealed]

Repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010.
Codes, 1942, § 41A:1-109; Laws, 1966, ch. 316, § 1-109, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 1 - GENERAL PROVISIONS (§§ 75-1-101 — 75-1-110) › Section 75-1-110 - [Repealed]

Repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010.
Laws, 1978, ch. 401, § 9, eff. 4/1/1978.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 75-1-201 — 75-1-208) › Section 75-1-202 - Notice; knowledge

(a)
Subject to subsection (f), a person has "notice" of a fact if the person:
(1)
Has actual knowledge of it;
(2)
Has received a notice or notification of it; or
(3)
From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(b)
"Knowledge" 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 such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.
(e)
Subject to subsection (f), a person "receives" a notice or notification when:
(1)
It comes to that person's attention; or
(2)
It is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
(f)
Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual's attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
Former §
75-1-202
[Codes, 1942, § 41A:1-202; Laws, 1966, ch. 316, § 1-202, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] is now found in comparable provisions at §
75-1-307
enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010; Present §
75-1-202
is derived from former §
75-1-201(25)-(27)
[Codes, 1942, § 41A:1-201; Laws, 1966, ch. 316, § 1-201; Laws, 1977, ch. 452, § 2; Laws, 1990, ch. 384, § 45; Laws, 1992, ch. 420, § 69; Laws, 1994, ch. 445, § 3; Laws, 2001, ch. 495, § 5; Laws, 2006, ch. 527, § 41; Laws, 2007, ch. 355, § 34; Laws, 2007, ch. 381, § 34, eff. 3/15/2007; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 75-1-201 — 75-1-208) › Section 75-1-204 - Value

Except as otherwise provided in Articles 3, 4, and 5, a person gives value for rights if the person acquires them:
(1)
In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;
(2)
As security for, or in total or partial satisfaction of, a preexisting claim;
(3)
By accepting delivery under a preexisting contract for purchase; or
(4)
In return for any consideration sufficient to support a simple contract.
Former §
75-1-204
[Codes, 1942, § 41A:1-204; Laws, 1966, ch. 316, § 1-204, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] is now found in comparable provisions at §§
75-1-205
and
75-1-302(b)
, enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010; Present §
75-1-204
is derived from former §
75-1-201(44)
[Codes, 1942, § 41A:1-201; Laws, 1966, ch. 316, § 1-201; Laws, 1977, ch. 452, § 2; Laws, 1990, ch. 384, § 45; Laws, 1992, ch. 420, § 69; Laws, 1994, ch. 445, § 3; Laws, 2001, ch. 495, § 5; Laws, 2006, ch. 527, § 41; Laws, 2007, ch. 355, § 34; Laws, 2007, ch. 381, § 34, eff. 3/15/2007; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 75-1-201 — 75-1-208) › Section 75-1-205 - Reasonable time; seasonableness

(a)
Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose, and circumstances of the action.
(b)
An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
Former §
75-1-205
[Codes, 1942, § 41A:1-205; Laws, 1966, ch. 316, § 1-205, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] is now found in comparable provisions at §
75-1-303
, enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010; Present §
75-1-205
is derived from former §
75-1-204(2) and (3)
[Codes, 1942, § 41A:1-204; Laws, 1966, ch. 316, § 1-204, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 75-1-201 — 75-1-208) › Section 75-1-206 - Presumptions

Whenever the Uniform Commercial Code 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.
Former §
75-1-206
[Codes, 1942, § 41A:1-206; Laws, 1966, ch. 316, § 1-206; Laws, 1996, ch. 468, § 54, eff. 7/1/1996] was repealed by Laws, 2010, ch. 506, § 3, eff. 7/1/2010. Present 75-1-206 is derived from former §
75-1-201(31)
[Codes, 1942, § 41A:1-201; Laws, 1966, ch. 316, § 1-201; Laws, 1977, ch. 452, § 2; Laws, 1990, ch. 384, § 45; Laws, 1992, ch. 420, § 69; Laws, 1994, ch. 445, § 3; Laws, 2001, ch. 495, § 5; Laws, 2006, ch. 527, § 41; Laws, 2007, ch. 355, § 34; Laws, 2007, ch. 381, § 34, eff. 3/15/2007; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 75-1-201 — 75-1-208) › Section 75-1-207 - [Repealed]

Repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010.
Codes, 1942, § 41A:1-207; Laws, 1966, ch. 316, § 1-207; Laws, 1992, ch. 420, § 70, eff. 1/1/1993.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 75-1-201 — 75-1-208) › Section 75-1-208 - [Repealed]

Repealed by Laws of 2010, ch. 506, § 44, eff. 7/1/2010.
Codes, 1942, § 41A:1-208; Laws, 1966, ch. 316, § 1-208, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-301 - Territorial application of the code; parties' power to choose applicable law

(a)
Except as provided hereafter in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties. Failing such agreement, the Uniform Commercial Code applies to transactions bearing an appropriate relation to this state. However, the law of the State of Mississippi shall always govern the rights and duties of the parties in regard to disclaimers of implied warranties of merchantability or fitness, limitations of remedies for breaches of implied warranties of merchantability or fitness, or the necessity for privity of contract to maintain a civil action for breach of implied warranties of merchantability or fitness notwithstanding any agreement by the parties that the laws of some other state or nation shall govern the rights and duties of the parties.
(b)
Where one (1) of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law (including the conflict of laws rules) so specified:
Rights of creditors against sold goods (Section
75-2-402
).
Applicability of the Article on Leases (Sections
75-2A-105
and
75-2A-106
).
Applicability of the Article on Bank Deposits and Collections (Section
75-4-102
).
Governing law in the Article on Funds Transfers (Section
75-4A-507
). Letters of credit (Section
75-5-116
).
Applicability of the Article on Investment Securities (Section
75-8-110
).
Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens (Sections
75-9-301
through
75-9-307
).
Present §
75-1-301
is derived from former §
75-1-105
[Codes, 1942, § 41A:1-105; Laws, 1966, ch. 316, § 1-105; Laws, 1977, ch. 452, § 1; Laws, 1991, ch. 316, § 1; Laws, 1994, ch. 445, § 2; Laws, 1996, ch. 460, § 19; Laws, 1996, ch. 468, § 53; Laws, 2001, ch. 495, § 4, eff. 1/1/2002; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-302 - Variation by agreement

(a)
Except as otherwise provided in subsection (b) or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.
(b)
The obligations of good faith, diligence, reasonableness, and care prescribed by the Uniform Commercial 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 the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
(c)
The presence in certain provisions of the Uniform Commercial 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.
Present §
75-1-302
is derived from former §
75-1-102(3) and (4)
[Codes, 1942, § 41A:1-102; Laws, 1966, ch. 316, § 1-102, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-304 - Obligation of good faith

Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement.
Present §
75-1-304
is derived from former §
75-1-203
[Codes, 1942, 41A:1-203; Laws, 1966, ch. 316, § 1-203, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-305 - Remedies to be liberally administered

(a)
The remedies provided by the Uniform Commercial Code 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 the Uniform Commercial Code or by other rule of law.
(b)
Any right or obligation declared by the Uniform Commercial Code is enforceable by action unless the provision declaring it specifies a different and limited effect.
Present §
75-1-305
is derived from former §
75-1-106
[Codes, 1942, § 41A:1-106; Laws, 1966, ch. 316, § 1-106, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-306 - 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.
Present §
75-1-306
is derived from former §
75-1-107
[Codes, 1942, § 41A:1-107; Laws, 1966, ch. 316, § 1-107, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-307 - Prima facie evidence by third-party documents

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.
Present §
75-1-307
is derived from former §
75-1-202
[Codes, 1942, § 41A:1-202; Laws, 1966, ch. 316, § 1-202, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-308 - Performance or acceptance under reservation of rights

(a)
A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as "without prejudice," "under protest," or the like are sufficient.
(b)
Subsection (a) does not apply to an accord and satisfaction.
Present §
75-1-308
is derived from former §
75-1-207
[Codes, 1942, § 41A:1-207; Laws, 1966, ch. 316, § 1-207; Laws, 1992, ch. 420, § 70, eff. 1/1/1993; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-309 - Option to accelerate at will

A term providing that one (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.
Present §
75-1-309
is derived from former §
75-1-208
[Codes, 1942, § 41A:1-208; Laws, 1966, ch. 316, § 1-208, eff. 3/31/1968; repealed by Laws, 2010, ch. 506, § 44, eff. 7/1/2010] and was enacted by Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 1 - UNIFORM COMMERCIAL CODE - REVISED ARTICLE 1. GENERAL PROVISIONS (§§ 75-1-101 — 75-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 75-1-301 — 75-1-310) › Section 75-1-310 - 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.
Laws, 2010, ch. 506, § 3, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 75-2-101 — 75-2-107) › Section 75-2-101 - Short title

This chapter shall be known and may be cited as Uniform Commercial Code-Sales.
Codes, 1942, § 41A:2-101; Laws, 1966, ch. 316, § 2-101, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 75-2-101 — 75-2-107) › Section 75-2-102 - 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.
Codes, 1942, § 41A:2-102; Laws, 1966, ch. 316, § 2-102, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 75-2-101 — 75-2-107) › Section 75-2-103 - Definitions and index of definitions

(1)
In this chapter unless the context otherwise requires:
(a)
"Buyer" means a person that buys or contracts to buy goods.
(b)
[Reserved]
(c)
"Receipt" of goods means taking physical possession of them.
(d)
"Seller" means a person who sells or contracts to sell goods.
(2)
Other definitions applying to this chapter or to specified parts thereof, and the sections in which they appear are:
"Acceptance" Section
75-2-606
"Banker's credit" Section
75-2-325
"Between merchants" Section
75-2-104
"Cancellation" Section
75-2-106(4)
"Commercial unit" Section
75-2-105
"Confirmed credit" Section
75-2-325
"Conforming to contract" Section
75-2-106
"Contract for sale" Section
75-2-106
"Cover" Section
75-2-712
"Entrusting" Section
75-2-403
"Financing agency" Section
75-2-104
"Future goods" Section
75-2-105
"Goods" Section
75-2-105
"Identification" Section
75-2-501
"Installment contract" Section
75-2-612
"Letter of Credit" Section
75-2-325
"Lot" Section
75-2-105
"Merchant" Section
75-2-104
"Overseas" Section
75-2-323
"Person in position of seller" Section
75-2-707
"Present sale" Section
75-2-106
"Sale" Section
75-2-106
"Sale on approval" Section
75-2-326
"Sale or return" Section
75-2-326
(3)
The following definitions in other chapters apply to this chapter:
"Check" Section
75-3-104
"Consignee" Section
75-7-102
"Consignor" Section
75-7-102
"Consumer goods" Section
75-9-102
"Control" Section
75-7-106
"Dishonor" Section
75-3-502
"Draft" Section
75-3-104
(4)
In addition Chapter 1 contains general definitions and principles of construction and interpretation applicable throughout this chapter.
Codes, 1942, § 41A:2-103; Laws, 1966, ch. 316, § 2-103; Laws, 2001, ch. 495, § 6; Laws, 2006, ch. 527, § 42; Laws, 2010, ch. 506, § 4, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 75-2-101 — 75-2-107) › Section 75-2-104 - Definitions: "merchant"; "financing agency"; "between merchants."

(1)
"Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.
(2)
"Financing agency" means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. "Financing agency" includes also a bank or other person who similarly intervenes between persons that are in the position of seller and buyer in respect to the goods (Section
75-2-707
).
(3)
"Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
Codes, 1942, § 41A:2-104; Laws, 1966, ch. 316, § 2-104; Laws, 2006, ch. 527, § 43, eff. 7/1/2006.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 75-2-101 — 75-2-107) › Section 75-2-105 - 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 (Section 2-107) [Section
75-2-107
].
(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.
Codes, 1942, § 41A:2-105; Laws, 1966, ch. 316, § 2-105, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 75-2-101 — 75-2-107) › Section 75-2-106 - 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 (Section 2-401) [Section
75-2-401
]. A "present sale" means a sale which is accomplished by the making of the contract.
(2)
Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.
(3)
"Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
(4)
"Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.
Codes, 1942, § 41A:2-106; Laws, 1966, ch. 316, § 2-106, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 75-2-101 — 75-2-107) › Section 75-2-107 - 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, including the priority of previously recorded deeds of trust under Section
89-5-5
, 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.
Codes, 1942, § 41A:2-107; Laws, 1966, ch. 316, § 2-107; Laws, 1977, ch. 452, § 3; Laws, 2010, ch. 506, § 5, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-201 - Formal requirements; statute of frauds

(1)
Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500.00) or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
(2)
Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ten (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 his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c)
with respect to goods for which payment has been made and accepted or which have been received and accepted (Section 2-606) [Section
75-2-606
].
Codes, 1942, § 41A:2-201; Laws, 1966, ch. 316, § 2-201, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-202 - 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 performance, course of dealing or usage of trade (Section
75-1-303
); and
(b)
By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
Codes, 1942, § 41A:2-202; Laws, 1966, ch. 316, § 2-202, eff. 3/31/1968; Laws, 2010, ch. 506, § 6, eff. 7/1/2010.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-203 - Seals inoperative

The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or to 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.
Codes, 1942, § 41A:2-203; Laws, 1966, ch. 316, § 2-203, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-204 - 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.
Codes, 1942, § 41A:2-204; Laws, 1966, ch. 316, § 2-204, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-205 - 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 three (3) months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Codes, 1942, § 41A:2-205; Laws, 1966, ch. 316, § 2-205, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-206 - 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.
Codes, 1942, § 41A:2-206; Laws, 1966, ch. 316, § 2-206, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-207 - 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 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.
Codes, 1942, § 41A:2-207; Laws, 1966, ch. 316, § 2-207, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-208 - [Repealed]

Repealed by Laws of 2010, ch. 506, § 45, eff. 7/1/2010.
Codes, 1942, § 41A:2-208; Laws, 1966, ch. 316, § 2-208, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 75-2-201 — 75-2-210) › Section 75-2-209 - 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 (Section 2-201) [Section
75-2-201
] 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.
Codes, 1942, § 41A:2-209; Laws, 1966, ch. 316, § 2-209, eff. 3/31/1968.
Mississippi Code 1972 (2023) › Title 75 - REGULATION OF TRADE, COMMERCE AND INVESTMENTS (§§ 75-1-101 — 75-NEW-NEW-007) › Chapter 2 - UNIFORM COMMERCIAL CODE - SALES (§§ 75-2-101 — 75-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 75-2-301 — 75-2-328) › Section 75-2-301 - 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.
Codes, 1942, § 41A:2-301; Laws, 1966, ch. 316, § 2-301, eff. 3/31/1968.