reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-615. Excuse by failure of presupposed conditions.

Except so far as a seller may have assumed a greater obligation and subject to the preceding section (Section 36-2-614) on substituted performance:
(a) Delay in delivery or nondelivery in whole or in part by a seller who complies with paragraphs (b) and (c) is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.
(b) Where the causes mentioned in paragraph (a) affect only a part of the seller's capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture. He may so allocate in any manner which is fair and reasonable.
(c) The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.
HISTORY: 1962 Code Section 10.2-615; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-616. Procedure on notice claiming excuse.

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section (Section 36-2-615) he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this chapter relating to breach of installment contracts (Section 36-2-612), then also as to the whole,
(a) terminate and thereby discharge any unexecuted portion of the contract; or
(b) modify the contract by agreeing to take his available quota in substitution.
(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty days the contract lapses with respect to any deliveries affected.
(3) The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under the preceding section (Section 36-2-615).
HISTORY: 1962 Code Section 10.2-616; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-701. Remedies for breach of collateral contracts not impaired.

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this chapter.
HISTORY: 1962 Code Section 10.2-701; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-702. Seller's remedies on discovery of buyer's insolvency.

(1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this chapter (Section 36-2-705).
(2) Where the seller discovers that the buyer has received goods on credit while insolvent he may reclaim the goods upon demand made within ten days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within three months before delivery the ten day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer's fraudulent or innocent misrepresentation of solvency or of intent to pay.
(3) The seller's right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor under this chapter (Section 36-2-403). Successful reclamation of goods excludes all other remedies with respect to them.
HISTORY: 1962 Code Section 10.2-702; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-703. Seller's remedies in general.

Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (Section 36-2-612), then also with respect to the whole undelivered balance, the aggrieved seller may
(a) withhold delivery of such goods;
(b) stop delivery by any bailee as hereafter provided (Section 36-2-705);
(c) proceed under the next section (Section 36-2-704) respecting goods still unidentified to the contract;
(d) resell and recover damages as hereafter provided (Section 36-2-706);
(e) recover damages for nonacceptance (Section 36-2-708) or in a proper case the price (Section 36-2-709);
(f) cancel.
HISTORY: 1962 Code Section 10.2-703; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-704. Seller's right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.

(1) An aggrieved seller under the preceding section (Section 36-2-703) may
(a) identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;
(b) treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
HISTORY: 1962 Code Section 10.2-704; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-705. Seller's stoppage of delivery in transit or otherwise.

(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (Section 36-2-702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.
(2) As against such buyer the seller may stop delivery until
(a) receipt of the goods by the buyer; or
(b) acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or
(c) such acknowledgment to the buyer by a carrier by reshipment or as warehouseman; or
(d) negotiation to the buyer of any negotiable document of title covering the goods.
(3)(a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.
(b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.
(c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.
(d) A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
HISTORY: 1962 Code Section 10.2-705; 1966 (54) 2716; 2014 Act No. 213 (S.343), Section 15, eff October 1, 2014.
Editor's Note
2014 Act No. 213, Section 51, provides as follows:
"SECTION 51. This act becomes effective on October 1, 2014. It applies to transactions entered into and events occurring after that date."
Effect of Amendment
2014 Act No. 213, Section 15, in subsection (3)(c), inserted "possession or control of".
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-706. Seller's resale including contract for resale.

(1) Under the conditions stated in Section 36-2-703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this chapter (Section 36-2-710), but less expenses saved in consequence of the buyer's breach.
(2) Except as otherwise provided in subsection (3) or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.
(3) Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.
(4) Where the resale is at public sale
(a) only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and
(b) it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and
(c) if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and
(d) the seller may buy.
(5) A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.
(6) The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (Section 36-2-707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subsection (3) of Section 36-2-711).
HISTORY: 1962 Code Section 10.2-706; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-707. "Person in the position of a seller".

(1) A "person in the position of a seller" includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this chapter withhold or stop delivery (Section 36-2-705) and resell (Section 36-2-706) and recover incidental damages (Section 36-2-710).
HISTORY: 1962 Code Section 10.2-707; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-708. Seller's damages for nonacceptance or repudiation.

(1) Subject to subsection (2) and to the provisions of this chapter with respect to proof of market price (Section 36-2-723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this chapter (Section 36-2-710), but less expenses saved in consequence of the buyer's breach.
(2) If the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this chapter (Section 36-2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.
HISTORY: 1962 Code Section 10.2-708; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-709. Action for the price.

(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section (Section 36-2-710), the price
(a) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and
(b) of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.
(2) Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.
(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (Section 36-2-610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section (Section 36-2-708).
HISTORY: 1962 Code Section 10.2-709; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-710. Seller's incidental damages.

Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer's breach, in connection with return or resale of the goods or otherwise resulting from the breach.
HISTORY: 1962 Code Section 10.2-710; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-711. Buyer's remedies in general; buyer's security interest in rejected goods.

(1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (Section 36-2-612), the buyer may cancel and whether or not he has done so may in addition to recovering so much of the price as has been paid
(a) "cover" and have damages under the next section (Section 36-2-712) as to all the goods affected whether or not they have been identified to the contract; or
(b) recover damages for nondelivery as provided in this chapter (Section 36-2-713).
(2) Where the seller fails to deliver or repudiates the buyer may also
(a) if the goods have been identified recover them as provided in this chapter (Section 36-2-502); or
(b) in a proper case obtain specific performance or replevy the goods as provided in this chapter (Section 36-2-716).
(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (Section 36-2-706).
HISTORY: 1962 Code Section 10.2-711; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-712. "Cover"; buyer's procurement of substitute goods.

(1) After a breach within the preceding section (Section 36-2-711) the buyer may "cover" by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.
(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (Section 36-2-715), but less expenses saved in consequence of the seller's breach.
(3) Failure of the buyer to effect cover within this section does not bar him from any other remedy.
HISTORY: 1962 Code Section 10.2-712; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-713. Buyer's damages for nondelivery or repudiation.

(1) Subject to the provisions of this chapter with respect to proof of market price (Section 36-2-723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this chapter (Section 36-2-715), but less expenses saved in consequence of the seller's breach.
(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.
HISTORY: 1962 Code Section 10.2-713; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-714. Buyer's damages for breach in regard to accepted goods.

(1) Where the buyer has accepted goods and given notification (subsection (3) of Section 36-2-607) he may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller's breach as determined in any manner which is reasonable.
(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.
(3) In a proper case any incidental and consequential damages under the next section (Section 36-2-715) may also be recovered.
HISTORY: 1962 Code Section 10.2-714; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-715. Buyer's incidental and consequential damages.

(1) Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.
(2) Consequential damages resulting from the seller's breach include
(a) any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and
(b) injury to person or property proximately resulting from any breach of warranty.
HISTORY: 1962 Code Section 10.2-715; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-716. Buyer's right to specific performance or replevin.

(1) Specific performance may be decreed where the goods are unique or in other proper circumstances.
(2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.
(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort he is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered.
HISTORY: 1962 Code Section 10.2-716; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-717. Deduction of damages from the price.

The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.
HISTORY: 1962 Code Section 10.2-717; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-718. Liquidation or limitation of damages; deposits.

(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.
(2) Where the seller justifiably withholds delivery of goods because of the buyer's breach, the buyer is entitled to restitution of any amount by which the sum of his payments exceeds
(a) the amount to which the seller is entitled by virtue of terms liquidating the seller's damages in accordance with subsection (1), or
(b) in the absence of such terms, twenty percent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.
(3) The buyer's right to restitution under subsection (2) is subject to offset to the extent that the seller establishes
(a) a right to recover damages under the provisions of this chapter other than subsection (1), and
(b) the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.
(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2); but if the seller has notice of the buyer's breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this chapter on resale by an aggrieved seller (Section 36-2-706).
HISTORY: 1962 Code Section 10.2-718; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-719. Contractual modification or limitation of remedy.

(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section (Section 36-2-718) on liquidation and limitation of damages,
(a) the agreement may provide for remedies in addition to or in substitution for those provided in this chapter and may limit or alter the measure of damages recoverable under this chapter, as by limiting the buyer's remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and
(b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.
(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this act.
(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
HISTORY: 1962 Code Section 10.2-719; 1966 (54) 2716.
Editor's Note
"This act," referred to in this section, means Act No. 1065 of the 1966 Acts and Joint Resolutions, originally codified as Titles 10.1 to 10.10 of the Code of Laws of South Carolina 1962, and now codified as Title 36 of the Code of Laws of South Carolina 1976.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-720. Effect of "cancellation" or "rescission" on claims for antecedent breach.

Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.
HISTORY: 1962 Code Section 10.2-720; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-721. Remedies for fraud.

Remedies for material misrepresentation or fraud include all remedies available under this chapter for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.
HISTORY: 1962 Code Section 10.2-721; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-722. Who can sue third parties for injury to goods.

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract
(a) a right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;
(b) if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract; but such plaintiff shall promptly notify the other party of the institution of such action, and the other party shall have the right to intervene in such action; provided, however, that neither party shall have the right to settle the claim or right of action without the consent in writing of the other party;
(c) either party may with the consent of the other sue for the benefit of whom it may concern.
HISTORY: 1962 Code Section 10.2-722; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-723. Proof of market price; time and place.

(1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (Section 36-2-708 or 36-2-713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.
(2) If evidence of a price prevailing at the times or places described in this chapter is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.
(3) Evidence of a relevant price prevailing at a time or place other than the one described in this chapter offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.
HISTORY: 1962 Code Section 10.2-723; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-724. Admissibility of market quotations.

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.
HISTORY: 1962 Code Section 10.2-724; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-725. Statute of limitations in contracts for sale.

(1) An action for breach of any contract for sale must be commenced within six years after the cause of action has accrued.
(2) A cause of action accrues for breach of warranty when the breach is or should have been discovered.
(3) Where an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.
(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this act becomes effective.
HISTORY: 1962 Code Section 10.2-725; 1966 (54) 2716.
Editor's Note
"This act," referred to in this section, means Act No. 1065 of the 1966 Acts and Joint Resolutions, originally codified as Titles 10.1 to 10.10 of the Code of Laws of South Carolina 1962, and now codified as Title 36 of the Code of Laws of South Carolina 1976.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-801. Definitions.

As used in this chapter "person" includes an individual, his executor, administrator or other personal representative, or a corporation, partnership, association or any other legal or commercial entity, whether or not a citizen or domiciliary of this State and whether or not organized under the laws of this State.
HISTORY: 1962 Code Section 10.2-801; 1966 (54) 2716.
Editor's Note
Part 8 of this chapter was re-enacted without change by 1972 Act No. 1343 (1972 (57) 2518), the preamble to which act reads as follows:
"Whereas, Part 8 of Article 2 of Act 1065 of 1966 was added to the act by amendment from the floor during its debate and passage in the General Assembly and the amendment was not reflected in the title of the act and has been held in the circuit courts of the State to be invalid because the amendment did not meet the requirements of Section 17 of Article III of the Constitution of this State which states 'Every act or resolution having the force of law shall relate to but one subject and that shall be expressed in the title', and.
"Whereas, in order to make the provisions of Part 8 of Article 2 valid, the members of the General Assembly believe that Part 8 of Article 2 as reenacted herein shall cure any constitutional invalidity and that after passage of this act no constitutional question shall attach to the provisions thereof."
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-802. Personal jurisdiction based upon enduring relationship.

A court may exercise personal jurisdiction over a person domiciled in, organized under the laws of, doing business, or maintaining his or its principal place of business in, this State as to any cause of action.
HISTORY: 1962 Code Section 10.2-802; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-803. Personal jurisdiction based upon conduct.

(A) A court may exercise personal jurisdiction over a person who acts directly or by an agent as to a cause of action arising from the person's:
(1) transacting any business in this State;
(2) contracting to supply services or things in the State;
(3) commission of a tortious act in whole or in part in this State;
(4) causing tortious injury or death in this State by an act or omission outside this State if he regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered in this State;
(5) having an interest in, using, or possessing real property in this State;
(6) contracting to insure any person, property, or risk located within this State at the time of contracting;
(7) entry into a contract to be performed in whole or in part by either party in this State; or
(8) production, manufacture, or distribution of goods with the reasonable expectation that those goods are to be used or consumed in this State and are so used or consumed.
(B) When jurisdiction over a person is based solely upon this section, only a cause of action arising from acts enumerated in this section may be asserted against him.
HISTORY: 1962 Code Section 10.2-803; 1966 (54) 2716; 2005 Act No. 27, Section 8, eff July 1, 2005, applicable to causes of action arising after that date.
Effect of Amendment
The 2005 amendment redesignated subsection (1) as subsection (A), subsections (1)(a) to (1)(h) as subsections (B)(1) to (B)(8), and subsection (2) as subsection (B); and in subsection (B), deleted at the end ", and such action, if brought in this State, shall not be subject to the provisions of Section 15-7-100(3)".
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-806. Manner and proof of service.

(1) When the law of this State authorizes service outside this State, the service, when reasonably calculated to give actual notice, may be made:
(a) by personal delivery in the manner prescribed for service within the State;
(b) in the manner prescribed by the law of the place in which the service is made for service in that place in an action in any of its courts of general jurisdiction;
(c) by registered or certified mail as provided in Rule 4(d)(8) of the South Carolina Rules of Civil Procedure addressed only to the person to be served and requiring a return receipt showing the acceptance by the defendant. Entry of default and default judgments shall be subject to the conditions of Rule 4(d)(8); or
(d) as directed by the court.
(2) Proof of service outside this State may be made by affidavit of the individual who made the service or in the manner prescribed by law of this State, the order pursuant to which the service is made, or the law of the place in which the service is made for proof of service in an action in any of its courts of general jurisdiction. When service is made pursuant to item (c) of subsection (1) of this section, proof of service shall include a receipt signed by the addressee.
HISTORY: 1962 Code Section 10.2-806; 1966 (54) 2716; 1993 Act No. 42, Section 3.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-807. Individuals eligible to make service.

Service outside this State may be made by an individual permitted to make service of process under the law of this State or under the law of the place in which the service is made or who is designated by a court of this State.
HISTORY: 1962 Code Section 10.2-807; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2 - Commercial Code - Sales › Section 36-2-808. Individuals to be served; special cases.

When the law of this State requires that in order to effect service one or more designated individuals be served, service outside the State under this section must be made upon the designated individual or individuals.
HISTORY: 1962 Code Section 10.2-808; 1966 (54) 2716.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-104. Leases subject to other law.

(1) A lease, although subject to this chapter, is also subject to any applicable:
(a) certificate of title statute of this State;
(b) certificate of title statute of another jurisdiction (Section 36-2A-105); or
(c) consumer protection statute of this State, or final consumer protection decision of a court of this State existing on the effective date of this chapter.
(2) In case of conflict between this chapter, other than Sections 36-2A-105, 36-2A-304(3), and 36-2A-305(3), and a statute or decision referred to in subsection (1), the statute or decision controls.
(3) Failure to comply with an applicable law has only the effect specified therein.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-105. Territorial application of chapter to goods covered by certificate of title.

Subject to the provisions of Sections 36-2A-304(3) and 36-2A-305(3), with respect to goods covered by a certificate of title issued under a statute of this State or of another jurisdiction, compliance and the effect of compliance or noncompliance with a certificate of title statute are governed by the law (including the conflict of laws rules) of the jurisdiction issuing the certificate until the earlier of (a) surrender of the certificate, or (b) four months after the goods are removed from that jurisdiction and thereafter until a new certificate of title is issued by another jurisdiction.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum.

(1) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease agreement becomes enforceable or within thirty days thereafter or in which the goods are to be used, the choice is not enforceable.
(2) If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-107. Waiver or renunciation of claim or right after default.

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-108. Unconscionability.

(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2) With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.
(3) Before making a finding of unconscionability under subsection (1) or (2), the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause, or of the conduct.
(4) In an action in which the lessee claims unconscionability with respect to a consumer lease:
(a) If the court finds unconscionability under subsection (1) or (2), the court shall award reasonable attorney's fees to the lessee.
(b) If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he knew to be groundless, the court shall award reasonable attorney's fees to the party against whom the claim is made.
(c) In determining attorney's fees, the amount of the recovery on behalf of the claimant under subsections (1) and (2) is not controlling.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-109. Option to accelerate at will.

(1) A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or "when he deems himself insecure" or in words of similar import must be construed to mean that he has power to do so only if he in good faith believes that the prospect of payment or performance is impaired.
(2) With respect to a consumer lease, the burden of establishing good faith under subsection (1) is on the party who exercised the power; otherwise the burden of establishing lack of good faith is on the party against whom the power has been exercised.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-201. Statute of frauds.

(1) A lease contract is not enforceable by way of action or defense unless:
(a) the total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars; or
(b) there is a writing, signed by the party against whom enforcement is sought or by that party's authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.
(2) Any description of leased goods or of the lease term is sufficient and satisfies subsection (1)(b), whether or not it is specific, if it reasonably identifies what is described.
(3) A writing is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection (1)(b) beyond the lease term and the quantity of goods shown in the writing.
(4) A lease contract that 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 or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor's business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;
(b) if the party against whom enforcement is sought admits in that party's pleading, testimony or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c) with respect to goods that have been received and accepted by the lessee.
(5) The lease term under a lease contract referred to in subsection (4) is:
(a) the term so specified if there is a writing signed by the party against whom enforcement is sought or by that party's authorized agent specifying the lease term;
(b) the term so admitted if the party against whom enforcement is sought admits in that party's pleading, testimony, or otherwise in court a lease term; or
(c) a reasonable lease term.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-202. Final written expression: parol or extrinsic evidence.

Terms with respect to which the confirmatory memoranda of the parties agree or which are set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms 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 or by course of performance; 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: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-203. Seals inoperative.

The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the writing a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-204. Formation in general.

(1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract.
(2) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.
(3) Although one or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-205. Firm offers.

An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance 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 the period of irrevocability exceed three months. Any term of assurance on a form supplied by the offeree must be separately signed by the offeror.
HISTORY: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-206. Offer and acceptance in formation of lease contract.

(1) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.
(2) If beginning 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: 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-207. Repealed by 2014 Act No. 213, Section 46, eff October 1, 2014.

Editor's Note
Former Section 36-2A-207 was titled Course of performance or practical construction and was derived from 2001 Act No. 67, Section 2.
2023 South Carolina Code of Laws › Title 36 - Commercial Code › Chapter 2A - Commercial Code - Leases › Section 36-2A-208. Modification, rescission and waiver.

(1) An agreement modifying a lease contract needs no consideration to be binding.
(2) A signed lease agreement that excludes modification or rescission except by a signed writing may not be modified or rescinded otherwise, but, such a requirement on a form supplied by a merchant must be separately signed by the other party, except as between merchants.
(3) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2), it may operate as a waiver.
(4) A party who has made a waiver affecting an executory portion of a lease 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: 2001 Act No. 67, Section 2.