reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 46 - CEMETERIES (§§ 46-1-101 — 46-8-103) › Chapter 8 - FAMILY BURIAL GROUNDS PROTECTION (§§ 46-8-101 — 46-8-103) › Section 46-8-103 - Duty to protect graves or crypt - Disturbances prohibited - Transfer of remains

(a)
A deed for real property that indicates the presence of a gravesite or crypt containing human remains on the property conveyed obligates the immediate and future buyer or buyers of the property to protect the gravesite or crypt from disturbance. The owner of real property has the responsibility for taking appropriate action, prior to conveying the property, to ensure that the deed reflects the presence of the gravesite or crypt on the property.
(b)
Real property that has a deed that reflects the presence of human remains on the property is protected from disturbance or development as follows:
(1)
A gravesite may not be disturbed in the area of ten feet (10') surrounding the perimeter of the gravesite; and
(2)
A crypt may not be disturbed in the area of five feet (5') surrounding the perimeter of the crypt.
(c)
The owner of real property that has a deed that reflects the presence of human remains on the property has the option of transferring the remains, at the owner's expense, pursuant to the procedure for termination of use as a cemetery in chapter 4 of this title. However, prior to filing any action in chancery court to transfer the remains located in a gravesite or crypt, the proponent of the action shall first publish a notice in a newspaper of general circulation within the county in which the gravesite or crypt is located. The notice shall include the name of the proponent of the action, the location of the property where the remains are located and any name that can be discerned from the site of any person there interred. Upon complete transfer of all human remains from the property that are properly described on the deed, the buyer has the right to the use of the area previously containing the remains as is consistent for the remainder of the property.
Acts 1996, ch. 921, §3; 2008 , ch. 1147, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 1 - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-107) › Section 47-1-101 - Short title

(a)
Chapters 1-9 of this title shall be known and may be cited as the Uniform Commercial Code.
(b)
This chapter shall be known and may be cited as the "Uniform Commercial Code - General Provisions."
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 1 - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-107) › Section 47-1-102 - Scope of chapter

This chapter applies to a transaction to the extent that it is governed by chapters 2-9 of this title.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 1 - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-107) › Section 47-1-103 - Construction of chapters 1-9 to promote their purposes and policies - Applicability of supplemental principles of law

(a)
Chapters 1-9 of this title must be liberally construed and applied to promote its underlying purposes and policies, which are:
(1)
To simplify, clarify, and modernize the law governing commercial transactions;
(2)
To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(3)
To make uniform the law among the various jurisdictions.
(b)
Unless displaced by the particular provisions of chapters 1-9 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.
(c)
In any dispute as to the proper construction of one (1) or more sections of chapters 1-9 of this title, the Official Comments pertaining to the corresponding sections of the Uniform Commercial Code, Official Text, as adopted by the Uniform Law Commission and the American Law Institute and as in effect on July 1, 2013, in this state, shall constitute evidence of the purposes and policies underlying such sections, unless:
(1)
The sections of chapters 1-9 of this title that are applicable to the dispute differ materially from the sections of the Official Text that would be applicable thereto; or
(2)
The Official Comments are inconsistent with the plain meaning of the applicable sections of chapters 1-9 of this title.
Amended by 2024 Tenn. Acts, ch. 494,s 9, eff. 2/21/2024.
Acts 2008 , ch. 930, § 1; 2012 , ch. 708, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 1 - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-107) › Section 47-1-104 - Construction against implied repeal

Chapters 1-9 of this title being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 1 - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-107) › Section 47-1-105 - Severability

If any provision or clause of chapters 1-9 of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of chapters 1-9 of this title that can be given effect without the invalid provision or application, and to this end the provisions of chapters 1-9 of this title are severable.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 1 - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-107) › Section 47-1-106 - Use of singular and plural - Gender

In chapters 1-9 of 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 1 - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-107) › Section 47-1-107 - 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. § 7001
, et seq., except that nothing in this chapter modifies, limits, or supersedes § 7001(c) of that act, codified in
15 U.S.C. § 7001(c)
, or authorizes electronic delivery of any of the notices described in § 7003(b) of that act, codified in
15 U.S.C. § 7003(b)
.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 47-1-201 — 47-1-206) › Section 47-1-202 - 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 47-1-201 — 47-1-206) › Section 47-1-204 - Value

Except as otherwise provided in chapters 3, 4, and 5 of this title, 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 47-1-201 — 47-1-206) › Section 47-1-205 - Reasonable time - Seasonableness

(a)
Whether a time for taking an action required by chapters 1-9 of 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION (§§ 47-1-201 — 47-1-206) › Section 47-1-206 - Presumptions

Whenever chapters 1-9 of this title create a "presumption" with respect to a fact, or provide 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-301 - Territorial applicability - Parties' power to choose applicable law

(a)
Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.
(b)
In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), chapters 1-9 of this title apply to transactions bearing an appropriate relation to this state.
(c)
If one (1) of the following provisions of chapters 1-9 of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(1)
Section
47-2-402
;
(2)
Sections
47-2A-105
and
47-2A-106
;
(3)
Section
47-4-102
;
(4)
Section
47-4A-507
;
(5)
Section
47-5-116
;
(6)
Section
47-8-110
; or
(7)
Sections
47-9-301
- 47-9-307.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-302 - Variation by agreement

(a)
Except as otherwise provided in subsection (b) or elsewhere in chapters 1-9 of this title, the effect of provisions of chapters 1-9 of this title may be varied by agreement.
(b)
The obligations of good faith, diligence, reasonableness, and care prescribed by chapters 1-9 of 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 chapters 1-9 of this title require 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 chapters 1-9 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-303 - 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 §
47-2-209
, 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-304 - Obligation of good faith

Every contract or duty within chapters 1-9 of this title imposes an obligation of good faith in its performance and enforcement.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-305 - Remedies to be liberally administered

(a)
The remedies provided by chapters 1-9 of 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 chapters 1-9 of this title or by other rule of law.
(b)
Any right or obligation declared by chapters 1-9 of this title is enforceable by action unless the provision declaring it specifies a different and limited effect.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-306 - 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-307 - 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-308 - 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-309 - Option to accelerate at will

A term providing that one (1) party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure", or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 1 - UNIFORM COMMERCIAL CODE - GENERAL PROVISIONS (§§ 47-1-101 — 47-1-310) › Part 3 - TERRITORIAL APPLICABILITY AND GENERAL RULES (§§ 47-1-301 — 47-1-310) › Section 47-1-310 - 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.
Acts 2008, ch. 930, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 47-2-101 — 47-2-107) › Section 47-2-101 - Short title

This chapter shall be known and may be cited as Uniform Commercial Code - Sales.
Acts 1963, ch. 81, § 1 (2-101).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 47-2-101 — 47-2-107) › Section 47-2-102 - 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.
Acts 1963, ch. 81, § 1 (2-102).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 47-2-101 — 47-2-107) › Section 47-2-103 - 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:
"Acceptance." §
47-2-606
.
"Banker's credit." §
47-2-325
.
"Between merchants." §
47-2-104
.
"Cancellation." §
47-2-106(4)
.
"Commercial unit." §
47-2-105
.
"Confirmed credit." §
47-2-325
.
"Conforming to contract." §
47-2-106
.
"Contract for sale." §
47-2-106
.
"Cover." §
47-2-712
.
"Entrusting." §
47-2-403
.
"Financing agency." §
47-2-104
.
"Future goods." §
47-2-105
.
"Goods." §
47-2-105
.
"Identification." §
47-2-501
.
"Installment contract." §
47-2-612
.
"Letter of credit." §
47-2-325
.
"Lot." §
47-2-105
.
"Merchant." §
47-2-104
.
"Overseas." §
47-2-323
.
"Person in position of seller." §
47-2-707
.
"Present sale." §
47-2-106
.
"Sale." §
47-2-106
.
"Sale on approval." §
47-2-326
.
"Sale or return." §
47-2-326
.
"Termination." §
47-2-106
.
(3)
"Control" as provided in §
47-7-106
and the following definitions in other chapters apply to this chapter:
"Check." §
47-3-104
.
"Consignee." §
47-7-102
.
"Consignor." §
47-7-102
.
"Consumer goods." §
47-9-102
.
"Dishonor." §
47-3-502
.
"Draft." §
47-3-104
.
(4)
In addition chapter 1 of this title contains general definitions and principles of construction and interpretation applicable throughout this chapter.
Acts 1963, ch. 81, § 1 (2-103); Acts 2000, ch. 846, § 4; 2008 , ch. 814, § 3.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 47-2-101 — 47-2-107) › Section 47-2-104 - Definitions - "Merchant" - "Financing agency" - "Between merchants."

(1)
"Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an agent or broker or other intermediary who by his occupation holds himself out as having such knowledge or skill.
(2)
"Financing agency" means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or 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 (§
47-2-707
).
(3)
"Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
Acts 1963, ch. 81, § 1 (2-104); Acts 2008 , ch. 814, § 4.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 47-2-101 — 47-2-107) › Section 47-2-105 - 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 of this title) and things in action. "Goods" also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (§
47-2-107
).
(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.
Acts 1963, ch. 81, § 1 (2-105).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 47-2-101 — 47-2-107) › Section 47-2-106 - 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 (§
47-2-401
). A "present sale" means a sale which is accomplished by the making of the contract.
(2)
Goods or conduct including any part of a performance are "conforming" or conform to the contract when they are in accordance with the obligations under the contract.
(3)
"Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On "termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
(4)
"Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of "termination" except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.
Acts 1963, ch. 81, § 1 (2-106).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 1 - SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER (§§ 47-2-101 — 47-2-107) › Section 47-2-107 - Goods to be severed from realty - Recording

(1)
A contract for the sale of minerals or the like including oil and gas or a structure or its materials to be removed from realty is a contract for the sale of goods within this chapter if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.
(2)
A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) or of timber to be cut is a contract for the sale of goods within this chapter whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.
(3)
The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer's rights under the contract for sale.
Acts 1963, ch. 81, § 1 (2-107); 1985, ch. 404, § 3.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-201 - Formal requirements - Statute of frauds

(1)
Except as otherwise provided in this section, a contract for sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is some writing or record 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 or record 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 or record.
(2)
Between merchants if within a reasonable time a writing or record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against such party unless written notice of objection to its contents is given within ten (10) days after it is received.
(3)
A contract which does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:
(a)
if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller's business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or
(b)
if the party against whom enforcement is sought admits in his pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or
(c)
with respect to goods for which payment has been made and accepted or which have been received and accepted (§
47-2-606
).
Acts 1963, ch. 81, § 1 (2-201); 1997, ch. 272, § 5.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-202 - Final written expression - Parol or extrinsic evidence

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(a)
By course of performance, course of dealing or usage of trade, pursuant to §
47-1-303
; and
(b)
By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
Acts 1963, ch. 81, § 1 (2-202); Acts 2008, ch. 930, § 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-203 - 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.
Acts 1963, ch. 81, § 1 (2-203).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-204 - 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 (1) 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.
Acts 1963, ch. 81, § 1 (2-204).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-205 - Firm offers

An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three (3) months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Acts 1963, ch. 81, § 1 (2-205).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-206 - Offer and acceptance in formation of contract

(1)
Unless otherwise unambiguously indicated by the language or circumstances:
(a)
an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b)
an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or non-conforming goods, but such a shipment of non-conforming 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.
Acts 1963, ch. 81, § 1 (2-206).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-207 - 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 chapters 1-9 of this title.
Acts 1963, ch. 81, § 1 (2-207).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-209 - 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 (§
47-2-201
) 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.
Acts 1963, ch. 81, § 1 (2-209).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 2 - FORM, FORMATION AND READJUSTMENT OF CONTRACT (§§ 47-2-201 — 47-2-210) › Section 47-2-210 - Delegation of performance - Assignment of rights

(1)
A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.
(2)
Except as otherwise provided in §
47-9-406
, unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise.
(3)
The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of subsection (2) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.
(4)
Unless the circumstances indicate the contrary a prohibition of assignment of "the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance.
(5)
An assignment of "the contract" or of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.
(6)
The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (§
47-2-609
).
Acts 1963, ch. 81, § 1 (2-210); 2000, ch. 846, § 5.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 47-2-301 — 47-2-328) › Section 47-2-301 - General obligation of parties

The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
Acts 1963, ch. 81, § 1 (2-301).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 47-2-301 — 47-2-328) › Section 47-2-302 - Unconscionable contract or clause

(1)
If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2)
When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
Acts 1963, ch. 81, § 1 (2-302).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 47-2-301 — 47-2-328) › Section 47-2-303 - Allocation or division of risks

Where this chapter allocates a risk or a burden as between the parties "unless otherwise agreed," the agreement may not only shift the allocation but may also divide the risk or burden.
Acts 1963, ch. 81, § 1 (2-303).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 47-2-301 — 47-2-328) › Section 47-2-304 - Price payable in money, goods, realty, or otherwise

(1)
The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he is to transfer.
(2)
Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to this chapter, but not the transfer of the interest in realty or the transferor's obligations in connection therewith.
Acts 1963, ch. 81, § 1 (2-304).
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 2 - SALES (§§ 47-2-101 — 47-2-725) › Part 3 - GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT (§§ 47-2-301 — 47-2-328) › Section 47-2-305 - Open price term

(1)
The parties, if they so intend, can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if:
(a)
nothing is said as to price; or
(b)
the price is left to be agreed by the parties and they fail to agree; or
(c)
the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.
(2)
A price to be fixed by the seller or by the buyer means a price for him to fix in good faith.
(3)
When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one (1) party the other may at his option treat the contract as cancelled or himself fix a reasonable price.
(4)
Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.
Acts 1963, ch. 81, § 1 (2-305).