reglab/statecodes huggingface dataset:
2023 Utah Code › Title 70 - Trademarks and Trade Names › Chapter 3a - Registration and Protection of Trademarks and Service Marks Act › Part 4 - Violations and Remedies › Section 403 - Injury to business reputation -- Dilution.

70-3a-403.
Injury to business reputation -- Dilution.
(1) Subject to the principles of equity and upon the terms the court considers reasonable, the owner of a mark that is famous in this state is entitled to:
(a) an injunction against another person's commercial use of a mark, if the use:
(i) begins after the mark has become famous; and
(ii) causes dilution of the distinctive quality of the mark; and
(b) obtain other relief as is provided in this section.
(2) To determine if a mark is famous, a court may consider factors including:
(a) the degree of inherent or acquired distinctiveness of the mark in this state;
(b) the duration and extent of use of the mark in connection with the goods and services with which the mark is used;
(c) the duration and extent of advertising and publicity of the mark in this state;
(d) the geographical extent of the trading area in which the mark is used;
(e) the channels of trade for the goods or services with which the mark is used;
(f) the degree of recognition of the mark in the trading areas and channels of trade in this state that are used by:
(i) the mark's owner; and
(ii) the person against whom the injunction is sought;
(g) the nature and extent of use of the same or similar mark by third parties; and
(h) whether the mark is the subject of:
(i) a state registration in this state; or
(ii) a federal registration:
(A) under the Act of March 3, 1881, c. 138, 21 Stat. 502;
(B) under the Act of February 20, 1905, c. 592, 33 Stat. 724; or
(C) on the principal register.
(3) In an action brought under this section, the owner of a famous mark is entitled only to injunctive relief in this state, unless the person against whom the injunctive relief is sought willfully intended to:
(a) trade on the owner's reputation; or
(b) cause dilution of the famous mark.
(4) If willful intent is proven under Subsection (3)(a) or (b), in addition to injunctive relief, the owner is entitled to the remedies set forth in Section 70-3a-404, subject to:
(a) the discretion of the court; and
(b) the principles of equity.
(5) The following are not actionable under this section:
(a) fair use of a famous mark by another person in comparative commercial advertising or promotion to identify the competing goods or services of the owner of the famous mark;
(b) noncommercial use of the mark; and
(c) all forms of news reporting and news commentary.
Enacted by Chapter 318, 2002 General Session
2023 Utah Code › Title 70 - Trademarks and Trade Names › Chapter 3a - Registration and Protection of Trademarks and Service Marks Act › Part 4 - Violations and Remedies › Section 404 - Remedies.

70-3a-404.
Remedies.
(1)
(a) An owner of a mark registered under this chapter may proceed by suit to enjoin the manufacture, use, display, or sale of any counterfeits or imitations of the mark.
(b) A court of competent jurisdiction may grant injunctions to restrain the manufacture, use, display, or sale as may be considered by the court just and reasonable.
(2) A court may:
(a) require the defendants to pay the owner:
(i) all profits derived from the wrongful manufacture, use, display, or sale of a registered mark; or
(ii) all damages suffered because of the wrongful manufacture, use, display, or sale of a registered mark;
(b) order that any counterfeits or imitations of a registered mark in the possession or under the control of any defendant in an action be delivered to the following to be destroyed:
(i) an officer of the court; or
(ii) the complainant; or
(c) take a combination of the actions described in Subsections (2)(a) and (b).
(3) A court may enter judgment for the prevailing party:
(a) in an action where the court finds:
(i) the other party committed the wrongful act:
(A) with knowledge;
(B) in bad faith; or
(ii) as according to the circumstances of the case; and
(b) in an amount not to exceed:
(i) three times the profits and damages of the prevailing party; and
(ii) the reasonable attorneys fees of the prevailing party.
(4) The enumeration of any right or remedy in this section does not affect a registrant's right to prosecute under any penal law of this state.
Enacted by Chapter 318, 2002 General Session
2023 Utah Code › Title 70 - Trademarks and Trade Names › Chapter 3a - Registration and Protection of Trademarks and Service Marks Act › Part 4 - Violations and Remedies › Section 405 - Forum for actions regarding registration -- Service on out-of-state registrants.

Superseded 7/1/2024
70-3a-405.
Forum for actions regarding registration -- Service on out-of-state registrants.
(1)
(a) An action to require the cancellation of a mark registered under this chapter shall be brought in a district court of this state.
(b) The division may not be made a party to an action filed under Subsection (1)(a), except that the division may intervene in an action filed under Subsection (1)(a).
(2) In any action brought against a nonresident registrant, service may be effected upon the nonresident registrant in accordance with the procedures established for service upon nonresident corporations and business entities under Section 16-10a-1511.
Enacted by Chapter 318, 2002 General Session
2023 Utah Code › Title 70 - Trademarks and Trade Names › Chapter 3a - Registration and Protection of Trademarks and Service Marks Act › Part 4 - Violations and Remedies › Section 405 - Forum for actions regarding registration -- Service on out-of-state registrants.

Effective 7/1/2024
70-3a-405.
Forum for actions regarding registration -- Service on out-of-state registrants.
(1)
(a) A person may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to require the cancellation of a mark registered under this chapter.
(b) The division may not be made a party to an action filed under Subsection (1)(a), except that the division may intervene in an action filed under Subsection (1)(a).
(2) In any action brought against a nonresident registrant, service may be effected upon the nonresident registrant in accordance with the procedures established for service upon nonresident corporations and business entities under Section 16-10a-1511.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 70 - Trademarks and Trade Names › Chapter 3a - Registration and Protection of Trademarks and Service Marks Act › Part 5 - Searchable Mark Database › Section 501 - Searchable mark database.

70-3a-501.
Searchable mark database.
(1) The division shall maintain a database that enables a user to:
(a) file an application to electronically register a mark;
(b) manage existing marks owned by the user; and
(c) search for any registered marks.
(2)
(a) The division may contract with a person to maintain and operate the database.
(b) If the division contracts with a person to maintain and operate the database, the person with whom the division contracts may, at the discretion of the division, be responsible for all costs of creating the database and readying it for use.
(3) Notwithstanding Subsections 13-1-2(3)(c) and 70-3a-203(2), the database required by Subsection (1) shall be:
(a) directly funded by fees collected for the electronic registration of marks, including funding any data storage costs related to operation of the database; and
(b) accessible online through the state's Internet website.
(4) For all registered marks, the database shall include:
(a) the date of a mark's registration;
(b) an indication of the mark's status as active or otherwise;
(c) any class for which the mark is registered; and
(d) the name of the registrant.
(5) A search of the information in the database that is listed in Subsection (4) shall be available free to any user, without regard to whether the user has an account for use of the database.
(6) The division may provide other services in connection with the database, for which the division may charge a user.
(7) A person electronically registering a mark shall be given an account through which the person may access the database to:
(a) review the status of a mark;
(b) pay any fee; and
(c) renew, revoke, and assign any mark.
Amended by Chapter 258, 2008 General Session
2023 Utah Code › Title 70 - Trademarks and Trade Names › Chapter 3a - Registration and Protection of Trademarks and Service Marks Act › Part 5 - Searchable Mark Database › Section 502 - Use of funds collected under this chapter.

70-3a-502.
Use of funds collected under this chapter.
Notwithstanding Subsections 13-1-2(3)(c) and 70-3a-203(2), any funds collected from the registration of a mark under this chapter or the use of the database in excess of the expense of maintaining the database shall be retained as dedicated credits to be used by the division to:
(1) promote the electronic registration of marks to holders of federal trademarks;
(2) promote the state as a desirable location for business; and
(3) provide incentives to businesses considering relocation to the state.
Amended by Chapter 258, 2008 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 1 - General Provisions › Section 103 - Construction of this title to promote its purposes and policies -- Applicability of supplemental principles of law.

70A-1a-103.
Construction of this title to promote its purposes and policies -- Applicability of supplemental principles of law.
(1) This title must be liberally construed and applied to promote its underlying purposes and policies, which are:
(a) to simplify, clarify, and modernize the law governing commercial transactions;
(b) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(c) to make uniform the law among the various jurisdictions.
(2) 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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 1 - General Provisions › Section 104 - Construction against implied repeal.

70A-1a-104.
Construction against implied repeal.
This title being a general act intended as a unified coverage of its subject matter, no part of this title shall be considered to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 1 - General Provisions › Section 105 - Severability.

70A-1a-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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 1 - General Provisions › Section 106 - Use of singular and plural -- Gender.

70A-1a-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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 1 - General Provisions › Section 108 - Relation to electronic signatures in global and national commerce act.

70A-1a-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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 2 - General Definitions and Principles of Interpretation › Section 202 - Notice -- Knowledge.

70A-1a-202.
Notice -- Knowledge.
(1) Subject to Subsection (6), a person has "notice" of a fact if the person:
(a) has actual knowledge of it;
(b) has received a notice or notification of it; or
(c) from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(2) "Knowledge" means actual knowledge. "Knows" has a corresponding meaning.
(3) "Discover," "learn," or words of similar import refer to knowledge rather than to reason to know.
(4) 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.
(5) Subject to Subsection (6), a person "receives" a notice or notification when:
(a) it comes to that person's attention; or
(b) it is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
(6) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual's attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 2 - General Definitions and Principles of Interpretation › Section 204 - Value.

70A-1a-204.
Value.
Except as otherwise provided in Chapter 3, Uniform Commercial Code - Negotiable Instruments, Chapter 4, Uniform Commercial Code - Bank Deposits and Collections, and Chapter 5, Uniform Commercial Code - Letters of Credit, 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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 2 - General Definitions and Principles of Interpretation › Section 205 - Reasonable time -- Seasonableness.

70A-1a-205.
Reasonable time -- Seasonableness.
(1) Whether a time for taking an action required by this title is reasonable depends on the nature, purpose, and circumstances of the action.
(2) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 2 - General Definitions and Principles of Interpretation › Section 206 - Presumptions.

70A-1a-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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 301 - Territorial applicability -- Parties' power to choose applicable law.

70A-1a-301.
Territorial applicability -- Parties' power to choose applicable law.
(1) Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of 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:
(a) rights of creditors against sold goods under Section 70A-2-402;
(b) applicability of the chapter on leases under Sections 70A-2a-105 and 70A-2a-106;
(c) applicability of the chapter on bank deposits and collections under Section 70A-4-102;
(d) applicability of the chapter on funds transfers under Section 70A-4a-507;
(e) applicability of the chapter on letters of credit under Section 70A-5-116;
(f) applicability of the chapter on investment securities under Section 70A-8-109; or
(g) law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens under Sections 70A-9a-301 through 70A-9a-307.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 302 - Variation by agreement.

70A-1a-302.
Variation by agreement.
(1) Except as otherwise provided in Subsection (2) or elsewhere in this title, the effect of provisions of this title may be varied by agreement.
(2) 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.
(3) 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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 303 - Course of performance, course of dealing, and usage of trade.

70A-1a-303.
Course of performance, course of dealing, and usage of trade.
(1) A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if:
(a) the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and
(b) the other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(2) A "course of dealing" is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(3) A "usage of trade" is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage 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.
(4) A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.
(5) Except as otherwise provided in Subsection (6), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:
(a) express terms prevail over course of performance, course of dealing, and usage of trade;
(b) course of performance prevails over course of dealing and usage of trade; and
(c) course of dealing prevails over usage of trade.
(6) Subject to Section 70A-2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(7) Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 304 - Obligation of good faith.

70A-1a-304.
Obligation of good faith.
Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 305 - Remedies to be liberally administered.

70A-1a-305.
Remedies to be liberally administered.
(1) 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.
(2) Any right or obligation declared by this title is enforceable by action unless the provision declaring it specifies a different and limited effect.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 306 - Waiver or renunciation of claim or right after breach.

70A-1a-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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 307 - Prima facie evidence by third-party documents.

70A-1a-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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 308 - Performance or acceptance under reservation of rights.

70A-1a-308.
Performance or acceptance under reservation of rights.
(1) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as "without prejudice," "under protest," or the like are sufficient.
(2) Subsection (1) does not apply to an accord and satisfaction.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 309 - Option to accelerate at will.

70A-1a-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 "considers 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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 1a - Uniform Commercial Code - General Provisions › Part 3 - Territorial Applicability and General Rules › Section 310 - Subordinated obligations.

70A-1a-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.
Enacted by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 1 - Short Title, General Construction and Subject Matter › Section 102 - Scope -- Certain security and other transactions excluded from this chapter.

70A-2-102.
Scope -- Certain security and other transactions excluded from this chapter.
Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 1 - Short Title, General Construction and Subject Matter › Section 103 - Definitions and index of definitions.

70A-2-103.
Definitions and index of definitions.
(1) In this chapter unless the context otherwise requires:
(a) "Buyer" means a person who buys or contracts to buy goods.
(b) "Good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
(c) "Receipt" of goods means taking physical possession of them.
(d) "Seller" means a person who sells or contracts to sell goods.
(2) Other definitions applying to this chapter or to specified parts thereof, and the sections in which they appear are:
(a) "Acceptance." Section 70A-2-606.
(b) "Banker's credit." Section 70A-2-325.
(c) "Between merchants." Section 70A-2-104.
(d) "Cancellation." Subsection 70A-2-106(4).
(e) "Commercial unit." Section 70A-2-105.
(f) "Confirmed credit." Section 70A-2-325.
(g) "Conforming to contract." Section 70A-2-106.
(h) "Contract for sale." Section 70A-2-106.
(i) "Cover." Section 70A-2-712.
(j) "Entrusting." Section 70A-2-403.
(k) "Financing agency." Section 70A-2-104.
(l) "Future goods." Section 70A-2-105.
(m) "Goods." Section 70A-2-105.
(n) "Identification." Section 70A-2-501.
(o) "Installment contract." Section 70A-2-612.
(p) "Letter of Credit." Section 70A-2-325.
(q) "Lot." Section 70A-2-105.
(r) "Merchant." Section 70A-2-104.
(s) "Overseas." Section 70A-2-323.
(t) "Person in position of seller." Section 70A-2-707.
(u) "Present sale." Section 70A-2-106.
(v) "Sale." Section 70A-2-106.
(w) "Sale on approval." Section 70A-2-326.
(x) "Sale or return." Section 70A-2-326.
(y) "Termination." Section 70A-2-106.
(3) "Control" as provided in Section 70A-7a-106, and the following definitions in other chapters apply to this chapter:
(a) "Check." Section 70A-3-104.
(b) "Consignee." Section 70A-7a-102.
(c) "Consignor." Section 70A-7a-102.
(d) "Consumer goods." Section 70A-9a-102.
(e) "Dishonor." Section 70A-3-502.
(f) "Draft." Section 70A-3-104.
(4) In addition, Chapter 1a, Uniform Commercial Code - General Provisions, contains general definitions and principles of construction and interpretation applicable throughout this chapter.
Amended by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 1 - Short Title, General Construction and Subject Matter › Section 104 - Definitions -- "Merchant" -- "Between merchants" -- "Financing agency."

70A-2-104.
Definitions -- "Merchant" -- "Between merchants" -- "Financing agency."
(1) "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.
(2) "Financing agency" means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. "Financing agency" includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (Section 70A-2-707).
(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
Amended by Chapter 42, 2006 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 1 - Short Title, General Construction and Subject Matter › Section 105 - Definitions -- Transferability -- "Goods" -- "Future" goods -- "Lot" -- "Commercial unit."

70A-2-105.
Definitions -- Transferability -- "Goods" -- "Future" goods -- "Lot" -- "Commercial unit."
(1) "Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Chapter 8, Uniform Commercial Code - Investment Securities) and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty (Section 70A-2-107).
(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are "future" goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.
(3) There may be a sale of a part interest in existing identified goods.
(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller's interest in the bulk be sold to the buyer who then becomes an owner in common.
(5) "Lot" means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.
(6) "Commercial unit" means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 1 - Short Title, General Construction and Subject Matter › Section 106 - Definitions -- "Contract" -- "Agreement" -- "Contract for sale" -- "Sale" -- "Present sale" -- "Conforming" to contract -- "Termination" -- "Cancellation."

70A-2-106.
Definitions -- "Contract" -- "Agreement" -- "Contract for sale" -- "Sale" -- "Present sale" -- "Conforming" to contract -- "Termination" -- "Cancellation."
(1) In this chapter unless the context otherwise requires "contract" and "agreement" are limited to those relating to the present or future sale of goods. "Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time. A "sale" consists in the passing of title from the seller to the buyer for a price (Section 70A-2-401). A "present sale" means a sale which is accomplished by the making of the contract.
(2) Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.
(3) "Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
(4) "Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 1 - Short Title, General Construction and Subject Matter › Section 107 - Goods to be severed from realty -- Recording.

70A-2-107.
Goods to be severed from realty -- Recording.
(1) A contract for the sale of minerals or the like (including oil or gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this chapter if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.
(2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in Subsection (1) or of timber to be cut is a contract for the sale of goods within this chapter whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.
(3) The provisions of this section are subject to any third- party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer's rights under the contract for sale.
Amended by Chapter 272, 1977 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 201 - Formal requirements -- Statute of frauds.

70A-2-201.
Formal requirements -- Statute of frauds.
(1) Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this paragraph beyond the quantity of goods shown in such writing.
(2) Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of Subsection (1) against such party unless written notice of objection to its contents is given within 10 days after it is received.
(3) A contract which does not satisfy the requirements of Subsection (1) but which is valid in other respects is enforceable
(a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
(b) if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c) with respect to goods for which payment has been made and accepted or which have been received and accepted (Section 70A-2-606).
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 202 - Final written expression -- Parol or extrinsic evidence.

70A-2-202.
Final written expression -- Parol or extrinsic evidence.
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(1) by course of performance, course of dealing, or usage of trade (Section 70A-1a-303) or by course of performance (Section 70A-2-208); and
(2) 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.
Amended by Chapter 272, 2007 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 203 - Seals inoperative.

70A-2-203.
Seals inoperative.
The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such a contract or offer.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 204 - Formation in general.

70A-2-204.
Formation in general.
(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 205 - Firm offers.

70A-2-205.
Firm offers.
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 206 - Offer and acceptance in formation of contract.

70A-2-206.
Offer and acceptance in formation of contract.
(1) Unless otherwise unambiguously indicated by the language or circumstances
(a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 207 - Additional terms in acceptance or confirmation.

70A-2-207.
Additional terms in acceptance or confirmation.
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(a) the offer expressly limits acceptance to the terms of the offer;
(b) they materially alter it; or
(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this act.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 208 - Course of performance or practical construction.

70A-2-208.
Course of performance or practical construction.
(1) Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement.
(2) The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of performance and course of performance shall control both course of dealing and usage of trade (Section 70A-1a-303).
(3) Subject to the provisions of the next section on modification and waiver, such course of performance shall be relevant to show a waiver or modification of any term inconsistent with such course of performance.
Enacted by Chapter 154, 1965 General Session
2023 Utah Code › Title 70A - Uniform Commercial Code › Chapter 2 - Uniform Commercial Code - Sales › Part 2 - Form, Formation, and Readjustment of Contract › Section 209 - Modification, rescission and waiver.

70A-2-209.
Modification, rescission and waiver.
(1) An agreement modifying a contract within this chapter needs no consideration to be binding.
(2) A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
(3) The requirements of the statute of frauds section of this chapter (Section 70A-2-201) must be satisfied if the contract as modified is within its provisions.
(4) Although an attempt at modification or rescission does not satisfy the requirements of Subsection (2) or (3) it can operate as a waiver.
(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
Enacted by Chapter 154, 1965 General Session