reglab/statecodes huggingface dataset:
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-8 - Undertaking by factor to sell merchandise and guarantee sale--Writing unnecessary.

56-1-8. Undertaking by factor to sell merchandise and guarantee sale--Writing unnecessary.
A promise to answer for the obligation of another is deemed an original obligation of the promiser and need not be in writing where a factor undertakes, for a commission, to sell merchandise and guarantee the sale.
Source:
SDC 1939, §26.0105 (4).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-9 - Holder of instrument for the payment of money, upon which third person liable, transferring it in payment of precedent debt entering into a promise respecting such instrument--Writing unnecessary.

56-1-9. Holder of instrument for the payment of money, upon which third person liable, transferring it in payment of precedent debt entering into a promise respecting such instrument--Writing unnecessary.
A promise to answer for the obligation of another is deemed an original obligation of the promiser and need not be in writing where the holder of an instrument for the payment of money, upon which a third person is or may become liable to him, transfers it in payment of a precedent debt of his own or for a new consideration, and in connection with such transfer enters into a promise respecting such instrument.
Source:
SDC 1939, §26.0105 (5).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-10 - Acceptance of guaranty.

56-1-10. Acceptance of guaranty.
A mere offer to guarantee is not binding until notice of its acceptance is communicated by the guarantee to the guarantor, but an absolute guaranty is binding upon the guarantor without notice of acceptance.
Source:
SDC 1939, §26.0106.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-11 - Guaranty of incomplete contract.

56-1-11. Guaranty of incomplete contract.
In a guaranty of a contract, the terms of which are not then settled, it is implied that its terms shall be such as will not expose the guarantor to greater risks than he would incur under those terms which are most common in similar contracts at the place where the principal contract is to be performed.
Source:
SDC 1939, §26.0107.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-12 - Guaranty that obligation is good or collectible.

56-1-12. Guaranty that obligation is good or collectible.
A guaranty to the effect that an obligation is good or is collectible imports that the debtor is solvent and that the demand is collectible by the usual legal proceedings, if taken with reasonable diligence.
Source:
SDC 1939, §26.0108.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-13 - Recovery upon guaranty that obligation is good or collectible.

56-1-13. Recovery upon guaranty that obligation is good or collectible.
In the cases mentioned in §56-1-12, the removal of the principal from the state, leaving no property therein from which the obligation might be satisfied, is equivalent to the insolvency of the principal in its effect upon the rights and obligations of the guarantor.
Source:
SDC 1939, §26.0108.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-14 - Failure to take proceedings upon principal debt does not discharge guaranty of solvency.

56-1-14. Failure to take proceedings upon principal debt does not discharge guaranty of solvency.
A guaranty such as is mentioned in §56-1-12 is not discharged by any omission to take proceedings upon the principal debt or upon any collateral security for its payment, if no part of the debt could have been collected thereby.
Source:
SDC 1939, §26.0108.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-15 - Construction of guaranty--Unconditional in absence of terms importing condition precedent.

56-1-15. Construction of guaranty--Unconditional in absence of terms importing condition precedent.
A guaranty is to be deemed unconditional unless its terms import some condition precedent to the liability of the guarantor.
Source:
SDC 1939, §26.0109.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-16 - Liability of guarantor--Time of accrual--Default of principal--Demand or notice unnecessary.

56-1-16. Liability of guarantor--Time of accrual--Default of principal--Demand or notice unnecessary.
A guarantor of payment or performance is liable to the guarantee immediately upon the default of the principal and without demand or notice.
Source:
SDC 1939, §26.0110.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-17 - Liability of guarantor of conditional obligation--Notice of default.

56-1-17. Liability of guarantor of conditional obligation--Notice of default.
Where one guarantees a conditional obligation his liability is commensurate with that of the principal, and he is not entitled to notice of the default of the principal unless he is unable, by the exercise of reasonable diligence, to acquire information of such default, and the creditor has actual notice thereof.
Source:
SDC 1939, §26.0111.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-18 - Obligations of guarantor--Scope and limitations.

56-1-18. Obligations of guarantor--Scope and limitations.
The obligation of a guarantor must be neither larger in amount nor in other respects more burdensome than that of the principal, and if in its terms it exceeds it, it is reducible in proportion to the principal obligation.
Source:
SDC 1939, §26.0112.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-19 - Liability of guarantor--Contract of principal unlawful--Personal disability of principal.

56-1-19. Liability of guarantor--Contract of principal unlawful--Personal disability of principal.
A guarantor is not liable if the contract of the principal is unlawful, but he is liable notwithstanding any mere personal disability of the principal, though the disability be such as to make the contract void against the principal.
Source:
SDC 1939, §26.0113.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-20 - Continuing guaranty defined.

56-1-20. Continuing guaranty defined.
A guaranty relating to a future liability of the principal, under successive transactions which either continue his liability or from time to time renew it after it has been satisfied, is called a continuing guaranty.
Source:
SDC 1939, §26.0114.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-21 - Revocation of continuing guaranty--Exception.

56-1-21. Revocation of continuing guaranty--Exception.
A continuing guaranty may be revoked at any time by the guarantor, in respect to future transactions unless there is a continuing consideration as to such transactions which he does not renounce.
Source:
SDC 1939, §26.0115.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-22 - Exoneration of guarantor--Alteration of original obligation of principal--Impairment of rights of creditors.

56-1-22. Exoneration of guarantor--Alteration of original obligation of principal--Impairment of rights of creditors.
A guarantor is exonerated except so far as he may be indemnified by the principal if by any act of the creditor, without the consent of the guarantor, the original obligation of the principal is altered in any respect or the remedies or rights of the creditor against the principal in respect thereto in any way impaired or suspended.
Source:
SDC 1939, §26.0116.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-23 - Void promises do not exonerate guarantor.

56-1-23. Void promises do not exonerate guarantor.
A promise by a creditor which for any cause is void or voidable by him at his option does not alter the obligation or suspend or impair the remedy within the meaning of §56-1-22.
Source:
SDC 1939, §26.0117.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-24 - Liability of guarantor exonerated by agreement altering original obligation of debtor or impairing remedy of creditor not restored by rescission of such agreement.

56-1-24. Liability of guarantor exonerated by agreement altering original obligation of debtor or impairing remedy of creditor not restored by rescission of such agreement.
The rescission of an agreement altering the original obligation of a debtor or impairing the remedy of a creditor does not restore the liability of a guarantor who has been exonerated by such agreement.
Source:
SDC 1939, §26.0118.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-25 - Obligation of guarantor reduced by partial satisfaction of obligation.

56-1-25. Obligation of guarantor reduced by partial satisfaction of obligation.
The acceptance by a creditor of anything in partial satisfaction of an obligation reduces the obligation of a guarantor thereof in the same measure as that of the principal, but does not otherwise affect it.
Source:
SDC 1939, §26.0119.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-26 - Delay of creditors in enforcement of remedy--Guarantor not exonerated.

56-1-26. Delay of creditors in enforcement of remedy--Guarantor not exonerated.
Mere delay on the part of a creditor to proceed against the principal or to enforce any other remedy does not exonerate a guarantor.
Source:
SDC 1939, §26.0120.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-27 - Liability of indemnified guarantor.

56-1-27. Liability of indemnified guarantor.
A guarantor who has been indemnified by the principal is liable to the creditor to the extent of the indemnity notwithstanding that the creditor, without the assent of the guarantor, may have modified the contract or released the principal.
Source:
SDC 1939, §26.0121.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 01 - Guaranty › Section 56-1-28 - Discharge of principal by operation of law--Guarantor not exonerated.

56-1-28. Discharge of principal by operation of law--Guarantor not exonerated.
A guarantor is not exonerated by the discharge of his principal by operation of law without the intervention or omission of the creditor.
Source:
SDC 1939, §26.0122.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-1 - Suretyship defined.

56-2-1. Suretyship defined.
Suretyship is a contract by which one who at the request of another and for the purpose of securing to him a benefit becomes responsible for the performance by the latter of some act in favor of a third person or hypothecates property as security therefor.
Source:
SDC 1939, §26.0201.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-2 - Apparent principal may show that he is a surety.

56-2-2. Apparent principal may show that he is a surety.
One who appears to be a principal whether by terms of a written instrument or otherwise may show that he is in fact a surety except as against persons who have acted on the faith of his apparent character of principal.
Source:
SDC 1939, §26.0203.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-3 - Joint control of deposits of assets--Agreement between insured and surety--Withdrawal procedure.

56-2-3. Joint control of deposits of assets--Agreement between insured and surety--Withdrawal procedure.
It shall be lawful for any party of whom a bond, undertaking or other obligation is required, to agree with his surety or sureties for the deposit of any or all moneys and assets for which he and his surety or sureties are or may be held responsible, with a bank, savings bank, safe deposit or trust company, authorized by law to do business as such or with other depository approved by the court or a judge thereof, if such deposit is otherwise proper, for the safekeeping thereof, and in such manner as to prevent the withdrawal of such money or assets or any part thereof, without the written consent of such surety or sureties, or an order of court, or a judge thereof made on such notice to such surety or sureties as such court or judge may direct; provided, however, that such agreement shall not in any manner release from or change the liability of the principal or sureties as established by the terms of said bond.
Source:
SL 1951, ch 174; SDC Supp 1960, §31.3109.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-4 - Rights of a surety same as guarantor.

56-2-4. Rights of a surety same as guarantor.
A surety has all the rights of a guarantor whether he becomes personally responsible or not.
Source:
SDC 1939, §26.0206.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-5 - Performance of obligation when due by principal--Compelling by surety.

56-2-5. Performance of obligation when due by principal--Compelling by surety.
A surety may compel his principal to perform the obligation when due.
Source:
SDC 1939, §26.0208.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-6 - Neglect of creditor to proceed against principal at request of surety--Surety exonerated to the extent which he is prejudiced.

56-2-6. Neglect of creditor to proceed against principal at request of surety--Surety exonerated to the extent which he is prejudiced.
A surety may require his creditor to proceed against the principal or to pursue any other remedy in his power which the surety cannot himself pursue and which would lighten his burden, and if in such case the creditor neglects to do so, the surety is exonerated to the extent to which he is thereby prejudiced.
Source:
SDC 1939, §26.0207.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-7 - Property of principal first resorted to.

56-2-7. Property of principal first resorted to.
Whenever property of a surety is hypothecated with the property of the principal, the surety is entitled to have the property of the principal first applied to the discharge of the obligation.
Source:
SDC 1939, §26.0212.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-8 - Surety exonerated in like manner with guarantor.

56-2-8. Surety exonerated in like manner with guarantor.
A surety is exonerated in like manner with the guarantor.
Source:
SDC 1939, §26.0205 (1).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-9 - Surety exonerated by performance or offer of performance.

56-2-9. Surety exonerated by performance or offer of performance.
A surety is exonerated by performance of the principal obligation or tender of such performance duly made as provided in this code.
Source:
SDC 1939, §26.0205 (2).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-10 - Surety exonerated to extent prejudiced by act of creditor.

56-2-10. Surety exonerated to extent prejudiced by act of creditor.
A surety is exonerated to the extent to which he is prejudiced by any act of the creditor which would naturally prove injurious to the remedies of the surety or inconsistent with his rights or which lessens his security.
Source:
SDC 1939, §26.0205 (3).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-11 - Surety exonerated to extent prejudiced by omission of creditor.

56-2-11. Surety exonerated to extent prejudiced by omission of creditor.
A surety is exonerated to the extent to which he is prejudiced by an omission of the creditor to do anything when required by the surety which it is his duty to do.
Source:
SDC 1939, §26.0205 (4).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-12 - Liability of surety limited by express terms of contract--Penalty for breach.

56-2-12. Liability of surety limited by express terms of contract--Penalty for breach.
A surety cannot be held beyond the express terms of his contract, and if such contract prescribes a penalty for its breach, he cannot in any case be liable for more than the penalty.
Source:
SDC 1939, §26.0202.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-13 - Suretyship relation not changed by creditor's judgment against surety.

56-2-13. Suretyship relation not changed by creditor's judgment against surety.
Notwithstanding the recovery of a judgment by a creditor against a surety, the latter still occupies the relation of surety.
Source:
SDC 1939, §26.0204.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-14 - Satisfaction of principal obligation by surety--Reimbursement, exception as to other persons.

56-2-14. Satisfaction of principal obligation by surety--Reimbursement, exception as to other persons.
If a surety satisfies the principal obligation or any part thereof, whether with or without legal proceedings, the principal is bound to reimburse what he has disbursed including necessary costs and expenses, but the surety has no claim for reimbursement against other persons, though they may have been benefited by his act, except as prescribed by §56-2-15.
Source:
SDC 1939, §26.0209.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 02 - Suretyship › Section 56-2-17 - Surety subrogated to rights of creditor.

56-2-17. Surety subrogated to rights of creditor.
If the duty of the principal to the creditor is fully satisfied, the surety, to the extent that he has contributed to this satisfaction, is subrogated to all of the following:
(1)The rights of the creditor against the principal;
(2)Subject to the rule stated in subdivision (4) of this section, the interests which the creditor has in security for the principal's performance and in which the creditor has no continuing interest;
(3)The rights of the creditor against persons other than the principal whose negligence, willful conduct or breach of contract has made them liable to the creditor for the same default, loss or damage; and
(4)The rights of the creditor against cosureties and to the creditor's interest in security held by them, but in such case the cosurety's personal liability is limited to the amount which will satisfy his duty to contribute his share of the principal's default.
Source:
SL 1981, ch 357, §3.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-1 - Indemnity defined.

56-3-1. Indemnity defined.
Indemnity is a contract by which one engages to save another from a legal consequence of the conduct of one of the parties, or of some other person.
Source:
SDC 1939, §31.3101; repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §1.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-2 - Indemnity for a future wrongful act void.

56-3-2. Indemnity for a future wrongful act void.
An agreement to indemnify a person against an act thereafter to be done, is void if the act be known by such person at the time of doing it to be unlawful. This section shall only apply to an unlawful act that involves moral turpitude.
Source:
SDC 1939, §31.3102; repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §2.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-3 - Indemnity for past wrongful act valid.

56-3-3. Indemnity for past wrongful act valid.
An agreement to indemnify a person against an act already done is valid, even though the act was known to be wrongful, unless it was a felony.
Source:
SDC 1939, §31.3103; repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §3.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-4 - Indemnity extends to acts of agents.

56-3-4. Indemnity extends to acts of agents.
An agreement to indemnify against the acts of a certain person, applies not only to his acts and their consequences, but also to those of his agents.
Source:
SDC 1939, §31.3104; repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §4.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-5 - Agreement to indemnify several persons applies to each.

56-3-5. Agreement to indemnify several persons applies to each.
An agreement to indemnify several persons applies to each, unless a contrary intention appears.
Source:
SDC 1939, §31.3105; repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §5.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-6 - Persons indemnifying liable jointly or severally with person indemnified.

56-3-6. Persons indemnifying liable jointly or severally with person indemnified.
One who indemnifies another against an act to be done by the latter, is liable jointly with the person indemnified, and separately to every person injured by such act.
Source:
SDC 1939, §31.3106; repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §6.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-7 - Interpretation of contract of indemnity--Application of rules.

56-3-7. Interpretation of contract of indemnity--Application of rules.
In the interpretation of a contract of indemnity, the rules set forth in §§56-3-8 to 56-3-15, inclusive, are to be applied, unless a contrary intention appears.
Source:
SDC 1939, §31.3107; repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §7.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-8 - Indemnity against liability--Recovery by person indemnified.

56-3-8. Indemnity against liability--Recovery by person indemnified.
Upon an indemnity against liability, expressly, or in other equivalent terms, unless a contrary intention appears, the person indemnified is entitled to recover upon becoming liable.
Source:
SDC 1939, §31.3107 (1); repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §7 (1).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-9 - Indemnity against claims, demands or damages--Recovery by person indemnified, payment required.

56-3-9. Indemnity against claims, demands or damages--Recovery by person indemnified, payment required.
Upon an indemnity against claims or demands, or damages or costs expressly, or in equivalent terms, unless a contrary intention appears, the person indemnified is not entitled to recover without payment thereof.
Source:
SDC 1939, §31.3107 (2); repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §7 (2).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-10 - Indemnity against claims, demands or liability--Matters embraced in contract.

56-3-10. Indemnity against claims, demands or liability--Matters embraced in contract.
Unless a contrary intention appears, an indemnity against claims or demands, or liability, expressly, or in other equivalent terms, embraces the costs of defense against such claims, demands, or liability incurred in good faith, and in the exercise of reasonable discretion.
Source:
SDC 1939, §31.3107 (3); repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §7.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-11 - Defense by indemnitor of actions against indemnified--Right of person indemnified to conduct defense.

56-3-11. Defense by indemnitor of actions against indemnified--Right of person indemnified to conduct defense.
Unless a contrary intention appears, the person indemnifying is bound, on request of the person indemnified, to defend actions or proceedings brought against the latter in respect to the matters embraced by the indemnity; but the person indemnified has the right to conduct such defenses, if he chooses to do so.
Source:
SDC 1939, §31.3107 (4); repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §7 (4).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-12 - Neglect of person indemnifying to defend the person indemnified--Recovery against person indemnified conclusive.

56-3-12. Neglect of person indemnifying to defend the person indemnified--Recovery against person indemnified conclusive.
If, after request, the person indemnifying neglects to defend the person indemnified, unless a contrary intention appears, a recovery against the latter suffered by him in good faith, is conclusive in his favor against the former.
Source:
SDC 1939, §31.3107 (5); repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §7 (5).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-13 - Notice of action or proceedings against indemnified not received by indemnitor--Indemnitor not allowed to control defense--Judgment against indemnitor presumptive evidence.

56-3-13. Notice of action or proceedings against indemnified not received by indemnitor--Indemnitor not allowed to control defense--Judgment against indemnitor presumptive evidence.
If the person indemnifying, whether he is a principal or a surety in the agreement, has not reasonable notice of the action or proceeding against the person indemnified, or is not allowed to control its defense, judgment against the latter is only presumptive evidence against the former unless a contrary intention appears.
Source:
SDC 1939, §31.3107 (6); repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §7 (6).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-14 - Application of stipulation as to conclusiveness of judgment against person indemnified upon indemnitor.

56-3-14. Application of stipulation as to conclusiveness of judgment against person indemnified upon indemnitor.
A stipulation that a judgment against the person indemnified shall be conclusive upon the person indemnifying, is inapplicable, unless a contrary intention appears, if the person indemnified had a good defense upon the merits, which, by want of ordinary care, he failed to establish in the action.
Source:
SDC 1939, §31.3107 (7); repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §7 (7).
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-15 - Reimbursement of indemnitor.

56-3-15. Reimbursement of indemnitor.
Where one, at the request of another, engages to answer in damages whether liquidated or unliquidated, for any violation of duty on the part of the latter, he is entitled to be reimbursed in the same manner as a surety for whatever he may pay.
Source:
SDC 1939, §31.3108; repealed SL 1966, ch 111, §5; re-enacted SL 1967, ch 235, §8.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-16 - Indemnification of architect or engineer for own errors prohibited in construction contract.

56-3-16. Indemnification of architect or engineer for own errors prohibited in construction contract.
Construction contracts, plans and specifications which contain indemnification provisions shall include the following provision:
The obligations of the contractor shall not extend to the liability of the architect or engineer, his agents or employees arising out of:
(1)The preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications, or
(2)The giving of or the failure to give directions or instructions by the architect, or engineer, his agents or employees provided such giving or failure to give is the primary cause of the injury or damage.
Source:
SL 1972, ch 256, §1.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-17 - Conflicting provision in construction contract unlawful and unenforceable.

56-3-17. Conflicting provision in construction contract unlawful and unenforceable.
Any indemnification provision in a construction contract in conflict with §56-3-16 shall be unlawful and unenforceable.
Source:
SL 1972, ch 256, §2.
2023 South Dakota Codified Laws › Title 56 - Guaranty, Suretyship and Indemnity › Chapter 03 - Indemnity › Section 56-3-18 - Indemnity agreement void as to liability for negligence in construction, repair or maintenance of structure or equipment.

56-3-18. Indemnity agreement void as to liability for negligence in construction, repair or maintenance of structure or equipment.
A covenant, promise, agreement or understanding in, or in connection with or collateral to, a contract or agreement relative to the construction, alteration, repair or maintenance of a building, structure, appurtenance and appliance, including moving, demolition and excavating connected therewith, purporting to indemnify the promisee against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of the promisee, his agents or employees, or indemnitee, is against the policy of the law and is void and unenforceable.
Source:
SL 1973, ch 294.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-101 - Short title.

57A-1-101. Short title.
(a) This title may be cited as the Uniform Commercial Code.
(b) This chapter may be cited as Uniform Commercial Code--General Provisions.
Source:
SL 2008, ch 259, §1.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-103 - Construction of title to promote its purposes and policies--Applicability of supplemental principles of law.

57A-1-103. Construction of title to promote its purposes and policies--Applicability of supplemental principles of law.
(a) This title shall be liberally construed and applied to promote its underlying purposes and policies, which are:
(1)To simplify, clarify, and modernize the law governing commercial transactions;
(2)To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(3)To make uniform the law among the various jurisdictions.
(b) Unless displaced by the particular provisions of this title, 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.
Source:
SL 2008, ch 259, §3.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-104 - Construction against implied repeal.

57A-1-104. Construction against implied repeal.
This title being a general act intended as a unified coverage of its subject matter, no part of it may be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
Source:
SL 2008, ch 259, §4.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-105 - Severability.

57A-1-105. Severability.
If any provision or clause of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable.
Source:
SL 2008, ch 259, §5.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-106 - Use of singular and plural--Gender.

57A-1-106. Use of singular and plural--Gender.
In this title, 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.
Source:
SL 2008, ch 259, §6.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-108 - Relation to Electronic Signatures in Global and National Commerce Act.

57A-1-108.Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S. C. Section 7001 et seq., except that nothing in this chapter 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.
Source:
SL 2008, ch 259, §8.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-202 - Notice--Knowledge.

57A-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.
Source:
SL 2008, ch 259, §10.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-204 - Value.

57A-1-204. Value.
Except as otherwise provided in chapters 57A-3, 57A-4, and 57A-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.
Source:
SL 2008, ch 259, §12.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-205 - Reasonable time--Seasonableness.

57A-1-205. Reasonable time--Seasonableness.
(a) Whether a time for taking an action required by this title 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.
Source:
SL 2008, ch 259, §13.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-206 - Presumptions.

57A-1-206. Presumptions.
Whenever this title 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.
Source:
SL 2008, ch 259, §14.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-301 - Territorial applicability--Parties' power to choose applicable law.

57A-1-301. Territorial applicability--Parties' power to choose applicable law.
(1) 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 this title applies to transactions bearing an appropriate relation to this state.
(2) Where one of the following provisions of this title 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. §57A-2-402.
Applicability of the chapter on leases. §§57A-2A-105 and 57A-2A-106.
Applicability of the chapters on bank deposits and collections. §57A-4-102.
Governing law in the chapter on funds transfers. §57A-4A-507.
Letters of Credit. §57A-5-116.
Applicability of the chapters on investment securities. §57A-8-110.
Law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens. §§57A-9-301 to 57A-9-307, inclusive.
Source:
SL 2008, ch 259, §15.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-302 - Variation by agreement.

57A-1-302. Variation by agreement.
(a) Except as otherwise provided in subsection (b) or elsewhere in this title, the effect of provisions of this title may be varied by agreement.
(b) The obligations of good faith, diligence, reasonableness, and care prescribed by this title may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever this title 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 this title 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.
Source:
SL 2008, ch 259, §16.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-303 - Course of performance, course of dealing, and usage of trade.

57A-1-303. Course of performance, course of dealing, and usage of trade.
(a) A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if:
(1)The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(2)The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(b) A "course of dealing" is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(c) A "usage of trade" is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.
(d) A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.
(e) Except as otherwise provided in subsection (f), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:
(1)Express terms prevail over course of performance, course of dealing, and usage of trade;
(2)Course of performance prevails over course of dealing and usage of trade; and
(3)Course of dealing prevails over usage of trade.
(f) Subject to §57A-2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(g) Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.
Source:
SL 2008, ch 259, §17.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-305 - Remedies to be liberally administered.

57A-1-305. Remedies to be liberally administered.
(a) The remedies provided by this title must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in this title or by other rule of law.
(b) Any right or obligation declared by this title is enforceable by action unless the provision declaring it specifies a different and limited effect.
Source:
SL 2008, ch 259, §19.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-306 - Waiver or renunciation of claim or right after breach.

57A-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.
Source:
SL 2008, ch 259, §20.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-307 - Prima facie evidence by third-party documents.

57A-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.
Source:
SL 2008, ch 259, §21.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-308 - Performance or acceptance under reservation of rights.

57A-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.
Source:
SL 2008, ch 259, §22.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-309 - Option to accelerate at will.

57A-1-309. Option to accelerate at will.
A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure," or 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.
Source:
SL 2008, ch 259, §23.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 01 - General Provisions › Section 57A-1-310 - Subordinated obligations.

57A-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.
Source:
SL 2008, ch 259, §24.
2023 South Dakota Codified Laws › Title 57A - Uniform Commercial Code › Chapter 02 - Sales › Section 57A-2-102 - Scope--Certain security and other transactions excluded from this chapter.

57A-2-102. Scope--Certain security and other transactions excluded from this chapter.
Unless the context otherwise requires, this chapter applies to transactions in goods; they do 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.
Source:
SL 1966, ch 150, §2-102; SDCL, §57-2-2.