reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 27A - Private Contractors and Subcontractors › Chapter 1 - Private Contractors and Subcontractors Prompt Payment › § 27A–101. Definitions

§ 27A–101. Definitions.
For the purposes of this chapter, the term:
(1) "Contract" means:
(A) A construction contract that is an agreement of any kind of nature, express or implied, to provide labor or materials, or both, for demolition, building, renovation, alteration, or maintenance of buildings, roadways, and structures; or
(B) A food service contract that is an agreement of any kind of nature, express or implied, for doing work or furnishing materials, or both.
(2) "Contractor" means a person, entity, or business that has a contract with an owner.
(3) "Subcontractor" means:
(A) A person, entity, or business that has a contract with a contractor;
(B) A person, entity, or business that has a contract with a subcontractor; or
(C) A person, entity, or business that performs work on a construction site for a contractor or another subcontractor or that fabricates materials off-site, from plans and specifications unique to the project, for installation on the construction site.
(4) "Owner" means an owner of the property or a tenant; provided, that the tenant enters into contract with a contractor. The term "owner" does not include a District agency as that term is defined in § 2-221.01(3).
(5) "Undisputed amount" means an amount owed on a contract or a subcontract for which there is no good-faith dispute, including any retainage withheld.
(Nov. 5, 2013, D.C. Law 20-34, § 2, 60 DCR 11812.)
Prior Codifications
2001 Ed., § 27-131.
2023 District of Columbia Code › Title 27A - Private Contractors and Subcontractors › Chapter 1 - Private Contractors and Subcontractors Prompt Payment › § 27A–102. Prompt payments to contractors

§ 27A–102. Prompt payments to contractors.
(a) If a construction contract between an owner and contractor does not provide for specific dates and times of payment, the owner shall pay to the contractor undisputed amounts owed under the terms of the written contract within the earlier of:
(1) 15 days after the day on which the occupancy permit is granted;
(2) 15 days after the day on which the owner or the owner's agent takes possession; or
(3) 15 days after an owner receives a contractor's payment request.
(b) If a food service contract between an owner and contractor does not provide for specific dates and times of payment, the owner shall pay to the contractor undisputed amounts owed under the terms of the written contract within the earlier of:
(1) 15 days after the day on which the owner or the owner's agent takes possession; or
(2) 15 days after an owner receives a contractor's payment request.
(c) If a contract provides for specific dates or times of payment, the owner shall pay to the contractor undisputed amounts owed within 7 days after the date or time specified in the contract.
(Nov. 5, 2013, D.C. Law 20-34, § 3, 60 DCR 11812.)
Prior Codifications
2001 Ed., § 27-132.
2023 District of Columbia Code › Title 27A - Private Contractors and Subcontractors › Chapter 1 - Private Contractors and Subcontractors Prompt Payment › § 27A–103. Failure to make prompt payments to a contractor

§ 27A–103. Failure to make prompt payments to a contractor.
If an owner fails to make prompt payments to a contractor as required by § 27A-102, the owner shall:
(1) Pay interest of 1.5% per month or any part of a month to the contractor on any undisputed amount not paid on time to the contractor; and
(2) If a contractor prevails in a civil action to collect interest penalties from an owner, the contractor shall be awarded its costs and disbursements, including reasonable attorney's fees, incurred in bringing the action.
(Nov. 5, 2013, D.C. Law 20-34, § 4, 60 DCR 11812.)
Prior Codifications
2001 Ed., § 27-133.
2023 District of Columbia Code › Title 27A - Private Contractors and Subcontractors › Chapter 1 - Private Contractors and Subcontractors Prompt Payment › § 27A–104. Prompt payments to subcontractors

§ 27A–104. Prompt payments to subcontractors.
(a) If a contract is between a contractor and subcontractor, or between subcontractors, the contractor or subcontractor shall pay undisputed amounts owed to its subcontractor within 7 days after receipt by the contractor or subcontractor of each payment received for its subcontractors' work or materials.
(b) Notwithstanding subsection (a) of this section, conditions of payment to the subcontractor on receipt by the contractor of payment from the owner may not abrogate or waive the right of the subcontractor to:
(1) Claim a mechanics' lien; or
(2) Sue on a contractor's bond.
(c) Any provision of a contract made in violation of subsection (b) of this section is void as against the public policy of the District.
(d)(1) A contractor or subcontractor shall not deduct or withhold a subcontractor's or lower-tiered subcontractor's payment for the purpose of offsetting any other contractual obligation or work to be completed.
(2) Any contract or subcontract provision in a contract executed after March 31, 2023, that allows a contracting party to withhold funds due under one contract or subcontract for alleged claims or damages due on another contract or subcontract is void as against public policy.
(Nov. 5, 2013, D.C. Law 20-34, § 5, 60 DCR 11812; Mar. 10, 2023, D.C. Law 24-293, § 4(a), 70 DCR 557.)
Prior Codifications
2001 Ed., § 27-134.
2023 District of Columbia Code › Title 27A - Private Contractors and Subcontractors › Chapter 1 - Private Contractors and Subcontractors Prompt Payment › § 27A–105. Failure to make prompt payments to a subcontractor

§ 27A–105. Failure to make prompt payments to a subcontractor.
(a) If a contractor fails to make prompt payments to a subcontractor, as required by § 27A-104, or a subcontractor fails to make prompt payments to another subcontractor, the contractor or subcontractor shall pay interest of 1.5% per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor.
(b) If the subcontractor prevails in a civil action to collect interest penalties from a contractor or another subcontractor, the subcontractor shall be awarded its costs and disbursements, including reasonable attorney's fees, incurred in bringing the civil action.
(Nov. 5, 2013, D.C. Law 20-34, § 6, 60 DCR 11812; Mar. 10, 2023, D.C. Law 24-293, § 4(b), 70 DCR 557.)
Prior Codifications
2001 Ed., § 27-135.
2023 District of Columbia Code › Title 27A - Private Contractors and Subcontractors › Chapter 1 - Private Contractors and Subcontractors Prompt Payment › § 27A–106. Applicability

§ 27A–106. Applicability.
This chapter shall apply to all contracts entered into on or after October 1, 2013.
(Nov. 5, 2013, D.C. Law 20-34, § 7, 60 DCR 11812.)
Prior Codifications
2001 Ed., § 27-136.
2023 District of Columbia Code › Title 27A - Private Contractors and Subcontractors › Chapter 2 - Contractor Indemnity › § 27A–201. Definitions

§ 27A–201. Definitions.
For purposes of this chapter, the term:
(1) "Construction contract" means an agreement of any kind or nature, express or implied, to provide labor or materials, or both, for demolition, building, renovation, alteration, or maintenance of buildings, roadways, appurtenances, and structures.
(2) "Contractor" means a person that enters into a construction contract with the owner of a property that is subject to the construction contract,
(3) "Owner" means a person with a legal ownership interest in the property subject to seizure or forfeiture. The term "owner" does not include a District agency, as defined in § 2-221.01(3).
(4) "Subcontractor" means a person, entity, or business that:
(A) Has a contract with a contractor;
(B) Has a contract with a subcontractor; or
(C) Performs work on a construction site, or fabricates or builds materials off-site, from plans and specifications for the project for a contractor or another subcontractor.
(Mar. 10, 2023, D.C. Law 24-293, § 2, 70 DCR 557.)
2023 District of Columbia Code › Title 27A - Private Contractors and Subcontractors › Chapter 2 - Contractor Indemnity › § 27A–202. Certain indemnification in construction contracts declared void

§ 27A–202. Certain indemnification in construction contracts declared void.
(a) Any provision contained in a construction contract by which a subcontractor purports to indemnify or hold harmless the contractor or owner against liability for damage arising out of bodily injury to persons or damage to property suffered in the course of performance of the contract caused by or resulting solely from the negligence of the contractor or the owner or the contractor's or owner's agents or employees is against public policy and is void and unenforceable.
(b) Subsection (a) of this section shall not affect the validity of any insurance contract, workers' compensation, or other agreement issued by an insurer licensed to do business in the District; provided, that no provision in a construction contract shall require the purchase of additional insured coverage, coverage endorsement, or provision in an insurance policy providing additional insured coverage if the scope of the coverage would be a violation subsection (a) of this section.
(c) The provisions of this section shall not apply to any provision of any contract entered into prior to April 1, 2023.
(Mar. 10, 2023, D.C. Law 24-293, § 3, 70 DCR 557.)
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part I - General Provisions › § 28:1–101. Short titles

§ 28:1–101. Short titles.
(a) This subtitle may be cited as the “Uniform Commercial Code”.
(b) This article may be cited as the “Uniform Commercial Code — General Provisions”.
(Dec. 30, 1963, 77 Stat. 631, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
1981 Ed., § 28:1-101.
1973 Ed., § 28:1-101.
Section References
This section is referenced in § 34-2202.09 and § 42-2704.02.
Editor's Notes
Section 39(a) of D.C. Law 15-354 provided that Title 28 is designated Title 28 of the District of Columbia Official Code.
D.C. Law 19-299 amended this article in its entirety, substituting present §§ 28:1-101 through 28:1-310 for former §§ 28:1-101 through 28:1-208. Although similar in many respects to former Article 1, the statute sections in the revised Article are sufficiently different that a detailed explanation of the changes was impracticable; however, where possible, the historical citations from the former sections have been transferred to the new, similar sections. Where appropriate, annotations to former sections have also been retained under corresponding sections in the amended article.
Uniform Commercial Code Comment
Source:
Former Section 1-101.
Changes from former law:
Subsection (b) is new. It is added in order to make the structure of Article 1 parallel with that of the other articles of the Uniform Commercial Code.
1. Each other article of the Uniform Commercial Code (except Articles 10 and 11) may also be cited by its own short title. See Sections 2-101, 2A-101, 3-101, 4-101, 4A-101, 5-101, 6-101, 7-101, 8-101, and 9-101.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part I - General Provisions › § 28:1–102. Scope of article

§ 28:1–102. Scope of article.
This article applies to a transaction to the extent that it is governed by another article of this subtitle.
(Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Section References
This section is referenced in § 28:2A-519.
Uniform Commercial Code Comment
Source:
New.
1. This section is intended to resolve confusion that has occasionally arisen as to the applicability of the substantive rules in this article. This section makes clear what has always been the case — the rules in Article 1 apply to transactions to the extent that those transactions are governed by one of the other articles of the Uniform Commercial Code. See also Comment 1 to Section 1-301.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part I - General Provisions › § 28:1–104. Construction against implied repeal

§ 28:1–104. Construction against implied repeal.
This subtitle 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.
(Dec. 30, 1963, 77 Stat. 631, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
1981 Ed., § 28:1-104.
1973 Ed., § 28:1-104.
Uniform Commercial Code Comment
Source:
Former Section 1-104.
Changes from former law:
Except for changing the form of reference to the Uniform Commercial Code, this section is identical to former Section 1-104.
1. This section embodies the policy that an act that bears evidence of carefully considered permanent regulative intention should not lightly be regarded as impliedly repealed by subsequent legislation. The Uniform Commercial Code, carefully integrated and intended as a uniform codification of permanent character covering an entire “field” of law, is to be regarded as particularly resistant to implied repeal.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part I - General Provisions › § 28:1–105. Severability

§ 28:1–105. Severability.
If any provision or clause of this subtitle or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this subtitle which can be given effect without the invalid provision or application, and to this end the provisions of this subtitle are severable.
(Dec. 30, 1963, 77 Stat. 632, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-108.
1981 Ed., § 28:1-108.
1973 Ed., § 28:1-108.
Uniform Commercial Code Comment
Source:
Former Section 1-108.
Changes from former law:
Except for changing the form of reference to the Uniform Commercial Code, this section is identical to former Section 1-108.
1. This is the model severability section recommended by the National Conference of Commissioners on Uniform State Laws for inclusion in all acts of extensive scope.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part I - General Provisions › § 28:1–106. Use of singular and plural; gender

§ 28:1–106. Use of singular and plural; gender.
In this subtitle, 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.
(Dec. 30, 1963, 77 Stat. 632, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-102(5).
Uniform Commercial Code Comment
Source:
Former Section 1-102(5). See also 1 U.S.C. Section 1.
Changes from former law:
Other than minor stylistic changes, this section is identical to former Section 1-102(5).
1. This section makes it clear that the use of singular or plural in the text of the Uniform Commercial Code is generally only a matter of drafting style — singular words may be applied in the plural, and plural words may be applied in the singular. Only when it is clear from the statutory context that the use of the singular or plural does not include the other is this rule inapplicable.
See, e.g.
, Section 9-322.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part I - General Provisions › § 28:1–107. Section captions

§ 28:1–107. Section captions.
Section captions are part of this subtitle.
(Dec. 30, 1963, 77 Stat. 632, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-109.
1981 Ed., § 28:1-109.
1973 Ed., § 28:1-109.
Section References
This section is referenced in § 28-4902.
Uniform Commercial Code Comment
Source:
Former Section 1-109.
Changes from former law:
None.
1. Section captions are a part of the text of the Uniform Commercial Code, and not mere surplusage. This is not the case, however, with respect to subsection headings appearing in Article 9. See Comment 3 to Section 9-101 (“subsection headings are not a part of the official text itself and have not been approved by the sponsors.”).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part I - General Provisions › § 28:1–108. Relation to Electronic Signatures in Global and National Commerce Act

§ 28:1–108. Relation to Electronic Signatures in Global and National Commerce Act.
This subtitle modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, approved June 30, 2000 (114 Stat. 464; 15 U.S.C. § 7001 et seq.), but does not modify, limit, or supersede section 101(c) of that act (15 U.S.C. § 7001(c) ) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. § 7003(b) ).
(Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Uniform Commercial Code Comment
Source:
New
1. The federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001
et seq.
inter alia
, specifies the alternative procedures or requirements for the use or acceptance (or both) of electronic records or electronic signatures to establish the legal effect, validity, or enforceability of contracts or other records, and (i) such alternative procedures or requirements are consistent with Titles I and II of that Act, (ii) such alternative procedures or requirements do not require, or accord greater legal status or effect to, the implementation or application of a specific technology or technical specification for performing the functions of creating, storing, generating, receiving, communicating, or authenticating electronic records or electronic signatures; and (iii) if enacted or adopted after the date of the enactment of that Act, makes specific reference to that Act. Article 1 fulfills the first two of those three criteria; this Section fulfills the third criterion listed above.
became effective in 2000. Section 102(a) of that Act provides that a State statute may modify, limit, or supersede the provisions of section 101 of that Act with respect to state law if such statute,
2. As stated in this section, however, Article 1 does not modify, limit, or supersede Section 101(c) of the Electronic Signatures in Global and National Commerce Act (requiring affirmative consent from a consumer to electronic delivery of transactional disclosures that are required by state law to be in writing); nor does it authorize electronic delivery of any of the notices described in Section 103(b) of that Act.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part II - General Definitions and Principles of Interpretation › § 28:1–204. Value

§ 28:1–204. Value.
Except as otherwise provided in Articles 3, 4, and 5, a person gives value for rights if the person acquires them:
(1) In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;
(2) As security for, or in total or partial satisfaction of, a preexisting claim;
(3) By accepting delivery under a preexisting contract for purchase; or
(4) In return for any consideration sufficient to support a simple contract.
(Dec. 30, 1963, 77 Stat. 636, Pub. L. 88-243, § 1; Apr. 9, 1997, D.C. Law 11-255, § 27(jj), 44 DCR 1271; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-201(44).
1981 Ed., § 28:1-204.
1973 Ed., § 28:1-204.
Uniform Commercial Code Comment
Source:
Former Section 1-201(44).
Changes from former law:
Unchanged from former Section 1-201, which was derived from Sections 25, 26, 27, 191, Uniform Negotiable Instruments Law; Section 76, Uniform Sales Act; Section 53, Uniform Bills of Lading Act; Section 58, Uniform Warehouse Receipts Act; Section 22(1), Uniform Stock Transfer Act; Section 1, Uniform Trust Receipts Act. These provisions are substantive rather than purely definitional. Accordingly, they have been relocated from former Section 1-201 to this section.
1. All the Uniform Acts in the commercial law field (except the Uniform Conditional Sales Act) have carried definitions of “value.” All those definitions provided that value was any consideration sufficient to support a simple contract, including the taking of property in satisfaction of or as security for a pre-existing claim. Subsections (1), (2), and (4) in substance continue the definitions of “value” in the earlier acts. Subsection (3) makes explicit that “value” is also given in a third situation: where a buyer by taking delivery under a pre-existing contract converts a contingent into a fixed obligation.
This definition is not applicable to Articles 3 and 4, but the express inclusion of immediately available credit as value follows the separate definitions in those Articles. See Sections 4-208, 4-209, 3-303. A bank or other financing agency which in good faith makes advances against property held as collateral becomes a bona fide purchaser of that property even though provision may be made for charge-back in case of trouble. Checking credit is “immediately available” within the meaning of this section if the bank would be subject to an action for slander of credit in case checks drawn against the credit were dishonored, and when a charge-back is not discretionary with the bank, but may only be made when difficulties in collection arise in connection with the specific transaction involved.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part II - General Definitions and Principles of Interpretation › § 28:1–205. Reasonable time; seasonableness

§ 28:1–205. Reasonable time; seasonableness.
(a) Whether a time for taking an action required by this subtitle 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.
(Dec. 30, 1963, 77 Stat. 636, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-204(2), (3).
1981 Ed., § 28:1-205.
1973 Ed., § 28:1-205.
Uniform Commercial Code Comment
Source:
Former Section 1-204(2)-(3).
Changes from former law:
This section is derived from subsections (2) and (3) of former Section 1-204. Subsection (1) of that section is now incorporated in Section 1-302(b).
1. Subsection (a) makes it clear that requirements that actions be taken within a “reasonable” time are to be applied in the transactional context of the particular action.
2. Under subsection (b), the agreement that fixes the time need not be part of the main agreement, but may occur separately. Notice also that under the definition of “agreement” ( Section 1-201) the circumstances of the transaction, including course of dealing or usages of trade or course of performance may be material. On the question what is a reasonable time these matters will often be important.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part II - General Definitions and Principles of Interpretation › § 28:1–206. Presumptions

§ 28:1–206. Presumptions.
Whenever this subtitle 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.
(Dec. 30, 1963, 77 Stat. 636, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-201(31).
Section References
This section is referenced in § 28-4902.
Editor's Notes
The 2013 revision of this article deleted former § 28:1-206. Former § 28:1-206 concerned a statute of frauds for kinds of personal property not otherwise covered, was derived from Dec. 30, 1963, 77 Stat. 636, Pub. L. 88-243, § 1; Apr. 9, 1997, D.C. Law 11-240, § 3(c), 44 DCR 1087. The other articles of the Uniform Commercial Code make individual determinations as to requirements for memorializing transactions within their scope, so that the primary effect of former Section 1-206 was to impose a writing requirement on sales transactions not otherwise governed by the UCC. Per the official commentary appearing under § 28:1-206: “Deletion of former Section 1-206 did not constitute a recommendation as to whether such sales transactions should be covered by a Statute of Frauds; rather, it reflected determination that there was no need for uniform commercial law to resolve that issue.”
Uniform Commercial Code Comment
Source:
Former Section 1-201(31).
Changes from former law:
None, other than stylistic changes.
1. Several sections of the Uniform Commercial Code state that there is a “presumption” as to a certain fact, or that the fact is “presumed.” This section, derived from the definition appearing in former Section 1-201(31), indicates the effect of those provisions on the proof process.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part III - Territorial Applicability and General Rules › § 28:1–304. Obligation of good faith

§ 28:1–304. Obligation of good faith.
Every contract or duty within this subtitle imposes an obligation of good faith in its performance and enforcement.
(Dec. 30, 1963, 77 Stat. 636, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-203.
Uniform Commercial Code Comment
Source:
Former Section 1-203.
Changes from former law:
Except for changing the form of reference to the Uniform Commercial Code, this section is identical to former Section 1-203.
1. This section sets forth a basic principle running throughout the Uniform Commercial Code. The principle is that in commercial transactions good faith is required in the performance and enforcement of all agreements or duties. While this duty is explicitly stated in some provisions of the Uniform Commercial Code, the applicability of the duty is broader than merely these situations and applies generally, as stated in this section, to the performance or enforcement of every contract or duty within this Act. It is further implemented by Section 1-303 on course of dealing, course of performance, and usage of trade. This section does not support an independent cause of action for failure to perform or enforce in good faith. Rather, this section means that a failure to perform or enforce, in good faith, a specific duty or obligation under the contract, constitutes a breach of that contract or makes unavailable, under the particular circumstances, a remedial right or power. This distinction makes it clear that the doctrine of good faith merely directs a court towards interpreting contracts within the commercial context in which they are created, performed, and enforced, and does not create a separate duty of fairness and reasonableness which can be independently breached.
2. “Performance and enforcement” of contracts and duties within the Uniform Commercial Code include the exercise of rights created by the Uniform Commercial Code.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part III - Territorial Applicability and General Rules › § 28:1–305. Remedies to be liberally administered

§ 28:1–305. Remedies to be liberally administered.
(a) The remedies provided by this subtitle 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 awarded except as specifically provided in this subtitle or by other rule of law.
(b) Any right or obligation declared by this subtitle is enforceable by action unless the provision declaring it specifies a different and limited effect.
(Dec. 30, 1963, 77 Stat. 637, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-106.
1981 Ed., § 28:1-106.
1973 Ed., § 28:1-106.
Section References
This section is referenced in § 28:2A-501.
Uniform Commercial Code Comment
Source:
Former Section 1-106.
Changes from former law:
Other than changes in the form of reference to the Uniform Commercial Code, this section is identical to former Section 1-106.
1. Subsection (a) is intended to effect three propositions. The first is to negate the possibility of unduly narrow or technical interpretation of remedial provisions by providing that the remedies in the Uniform Commercial Code are to be liberally administered to the end stated in this section. The second is to make it clear that compensatory damages are limited to compensation. They do not include consequential or special damages, or penal damages; and the Uniform Commercial Code elsewhere makes it clear that damages must be minimized. Cf. Sections 1-304, 2-706(1), and 2-712(2). The third purpose of subsection (a) is to reject any doctrine that damages must be calculable with mathematical accuracy. Compensatory damages are often at best approximate: they have to be proved with whatever definiteness and accuracy the facts permit, but no more. Cf. Section 2-204(3).
2. Under subsection (b), any right or obligation described in the Uniform Commercial Code is enforceable by action, even though no remedy may be expressly provided, unless a particular provision specifies a different and limited effect. Whether specific performance or other equitable relief is available is determined not by this section but by specific provisions and by supplementary principles. Cf. Sections 1-103, 2-716.
3. “Consequential” or “special” damages and “penal” damages are not defined in the Uniform Commercial Code; rather, these terms are used in the sense in which they are used outside the Uniform Commercial Code.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part III - Territorial Applicability and General Rules › § 28:1–306. Waiver or renunciation of claim or right after breach

§ 28:1–306. 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.
(Dec. 30, 1963, 77 Stat. 632, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-107.
1981 Ed., § 28:1-107.
1973 Ed., § 28:1-107.
Uniform Commercial Code Comment
Source:
Former Section 1-107.
Changes from former law:
agreement
of the aggrieved party. Second, the revised section reflects developments in electronic commerce by providing for memorialization in an authenticated record. In this context, a party may “authenticate” a record by (i) signing a record that is a writing or (ii) attaching to or logically associating with a record that is not a writing an electronic sound, symbol or process with the present intent to adopt or accept the record. See Sections 1-201(b)(37) and 9-102(a)(7).
This section changes former law in two respects. First, former Section 1-107, requiring the “delivery” of a “written waiver or renunciation” merges the separate concepts of the aggrieved party’s agreement to forego rights and the manifestation of that agreement. This section separates those concepts, and explicitly requires
1. This section makes consideration unnecessary to the effective renunciation or waiver of rights or claims arising out of an alleged breach of a commercial contract where the agreement effecting such renunciation is memorialized in a record authenticated by the aggrieved party. Its provisions, however, must be read in conjunction with the section imposing an obligation of good faith. ( Section 1-304).
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part III - Territorial Applicability and General Rules › § 28:1–307. Prima facie evidence by third-party documents

§ 28:1–307. 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.
(Dec. 30, 1963, 77 Stat. 636, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-202.
1981 Ed., § 28:1-202.
1973 Ed., § 28:1-202.
Uniform Commercial Code Comment
Source:
Former Section 1-202.
Changes from former law:
Except for minor stylistic changes, this Section is identical to former Section 1-202.
1. This section supplies judicial recognition for documents that are relied upon as trustworthy by commercial parties.
2. This section is concerned only with documents that have been given a preferred status by the parties themselves who have required their procurement in the agreement, and for this reason the applicability of the section is limited to actions arising out of the contract that authorized or required the document. The list of documents is intended to be illustrative and not exclusive.
3. The provisions of this section go no further than establishing the documents in question as prima facie evidence and leave to the court the ultimate determination of the facts where the accuracy or authenticity of the documents is questioned. In this connection the section calls for a commercially reasonable interpretation.
4. Documents governed by this section need not be writings if records in another medium are generally relied upon in the context.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part III - Territorial Applicability and General Rules › § 28:1–308. Performance or acceptance under reservation of rights

§ 28:1–308. Performance or acceptance under reservation of rights.
(a) A party that with explicit reservation of rights performs, 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) of this section does not apply to an accord and satisfaction.
(Dec. 30, 1963, 77 Stat. 637, Pub. L. 88-243, § 1; Mar. 23, 1995, D.C. Law 10-249, § 2(b)(2), 42 DCR 467; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-207.
1981 Ed., § 28:1-207.
Uniform Commercial Code Comment
Source:
Former Section 1-207.
Changes from former law:
This section is identical to former Section 1-207.
1. This section provides machinery for the continuation of performance along the lines contemplated by the contract despite a pending dispute, by adopting the mercantile device of going ahead with delivery, acceptance, or payment “without prejudice,” “under protest,” “under reserve,” “with reservation of all our rights,” and the like. All of these phrases completely reserve all rights within the meaning of this section. The section therefore contemplates that limited as well as general reservations and acceptance by a party may be made “subject to satisfaction of our purchaser,” “subject to acceptance by our customers,” or the like.
2. This section does not add any new requirement of language of reservation where not already required by law, but merely provides a specific measure on which a party can rely as that party makes or concurs in any interim adjustment in the course of performance. It does not affect or impair the provisions of this Act such as those under which the buyer’s remedies for defect survive acceptance without being expressly claimed if notice of the defects is given within a reasonable time. Nor does it disturb the policy of those cases which restrict the effect of a waiver of a defect to reasonable limits under the circumstances, even though no such reservation is expressed.
The section is not addressed to the creation or loss of remedies in the ordinary course of performance but rather to a method of procedure where one party is claiming as of right something which the other believes to be unwarranted.
3. Subsection (b) states that this section does not apply to an accord and satisfaction. Section 3-311 governs if an accord and satisfaction is attempted by tender of a negotiable instrument as stated in that section. If Section 3-311 does not apply, the issue of whether an accord and satisfaction has been effected is determined by the law of contract. Whether or not Section 3-311 applies, this section has no application to an accord and satisfaction.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 1 - General Provisions › Part III - Territorial Applicability and General Rules › § 28:1–309. Option to accelerate at will

§ 28:1–309. Option to accelerate at will.
A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral at will or when the party deems itself insecure, or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.
(Dec. 30, 1963, 77 Stat. 637, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 2, 60 DCR 2634.)
Prior Codifications
2001 Ed., § 28:1-208.
1981 Ed., § 28:1-208.
1973 Ed., § 28:1-208.
Uniform Commercial Code Comment
Source:
Former Section 1-208.
Changes from former law:
Except for minor stylistic changes, this section is identical to former Section 1-208.
1. The common use of acceleration clauses in many transactions governed by the Uniform Commercial Code, including sales of goods on credit, notes payable at a definite time, and secured transactions, raises an issue as to the effect to be given to a clause that seemingly grants the power to accelerate at the whim and caprice of one party. This section is intended to make clear that despite language that might be so construed and which further might be held to make the agreement void as against public policy or to make the contract illusory or too indefinite for enforcement, the option is to be exercised only in the good faith belief that the prospect of payment or performance is impaired.
Obviously this section has no application to demand instruments or obligations whose very nature permits call at any time with or without reason. This section applies only to an obligation of payment or performance which in the first instance is due at a future date.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part I - Short Title, General Construction and Subject Matter › § 28:2–101. Short title

§ 28:2–101. Short title.
This article shall be known and may be cited as Uniform Commercial Code — Sales.
(Dec. 30, 1963, 77 Stat. 639, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-101.
1973 Ed., § 28:2-101.
Uniform Commercial Code Comment
This Article is a complete revision and modernization of the Uniform Sales Act which was promulgated by the National Conference of Commissioners on Uniform State Laws in 1906 and has been adopted in 34 states and Alaska, the District of Columbia and Hawaii.
The coverage of the present Article is much more extensive than that of the old Sales Act and extends to the various bodies of case law which have been developed both outside of and under the latter.
The arrangement of the present Article is in terms of contract for sale and the various steps of its performance. The legal consequences are stated as following directly from the contract and action taken under it without resorting to the idea of when property or title passed or was to pass as being the determining factor. The purpose is to avoid making practical issues between practical men turn upon the location of an intangible something, the passing of which no man can prove by evidence and to substitute for such abstractions proof of words and actions of a tangible character.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part I - Short Title, General Construction and Subject Matter › § 28:2–102. Scope; certain security and other transactions excluded from this article

§ 28:2–102. Scope; certain security and other transactions excluded from this article.
Unless the context otherwise requires, this article 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 article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
(Dec. 30, 1963, 77 Stat. 639, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-102.
1973 Ed., § 28:2-102.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Section 75, Uniform Sales Act.
Changes:
Section 75 has been rephrased.
Purposes of Changes and New Matter:
To make it clear that:
The Article leaves substantially unaffected the law relating to purchase money security such as conditional sale or chattel mortgage though it regulates the general sales aspects of such transactions. “Security transaction” is used in the same sense as in the Article on Secured Transactions (Article 9).
Cross Reference:
Article 9.
Definitional Cross References:
“Contract”. Section 1-201.
“Contract for sale”. Section 2-106.
“Present sale”. Section 2-106.
“Sale”. Section 2-106.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part II - Form, Formation and Readjustment of Contract › § 28:2–203. Seals inoperative

§ 28:2–203. 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.
(Dec. 30, 1963, 77 Stat. 642, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-203.
1973 Ed., § 28:2-203.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Section 3, Uniform Sales Act.
Changes:
Portion pertaining to “seals” rewritten.
Purposes of Changes:
1. This section makes it clear that every effect of the seal which relates to “sealed instruments” as such is wiped out insofar as contracts for sale are concerned. However, the substantial effects of a seal, except extension of the period of limitations, may be had by appropriate drafting as in the case of firm offers (see Section 2-205).
2. This section leaves untouched any aspects of a seal which relate merely to signatures or to authentication of execution and the like. Thus, a statute providing that a purported signature gives prima facie evidence of its own authenticity or that a signature gives prima facie evidence of consideration is still applicable to sales transactions even though a seal may be held to be a signature within the meaning of such a statute. Similarly, the authorized affixing of a corporate seal bearing the corporate name to a contractual writing purporting to be made by the corporation may have effect as a signature without any reference to the law of sealed instruments.
Cross Reference:
Point 1: Section 2-205.
Definitional Cross References:
“Contract for sale”. Section 2-106.
“Goods”. Section 2-105.
“Writing”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part II - Form, Formation and Readjustment of Contract › § 28:2–204. Formation in general

§ 28:2–204. 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.
(Dec. 30, 1963, 77 Stat. 643, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-204.
1973 Ed., § 28:2-204.
Section References
This section is referenced in § 28:2-311.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Sections 1 and 3, Uniform Sales Act.
Changes:
Completely rewritten by this and other sections of this Article.
Purposes of Changes:
Subsection (1) continues without change the basic policy of recognizing any manner of expression of agreement, oral, written or otherwise. The legal effect of such an agreement is, of course, qualified by other provisions of this Article.
Under subsection (1) appropriate conduct by the parties may be sufficient to establish an agreement. Subsection (2) is directed primarily to the situation where the interchanged correspondence does not disclose the exact point at which the deal was closed, but the actions of the parties indicate that a binding obligation has been undertaken.
Subsection (3) states the principle as to “open terms” underlying later sections of the Article. If the parties intend to enter into a binding agreement, this subsection recognizes that agreement as valid in law, despite missing terms, if there is any reasonably certain basis for granting a remedy. The test is not certainty as to what the parties were to do nor as to the exact amount of damages due the plaintiff. Nor is the fact that one or more terms are left to be agreed upon enough of itself to defeat an otherwise adequate agreement. Rather, commercial standards on the point of “indefiniteness” are intended to be applied, this Act making provision elsewhere for missing terms needed for performance, open price, remedies and the like.
The more terms the parties leave open, the less likely it is that they have intended to conclude a binding agreement, but their actions may be frequently conclusive on the matter despite the omissions.
Cross References:
Subsection (1): Sections 1-103, 2-201 and 2-302.
Subsection (2): Sections 2-205 through 2-209.
Subsection (3): See Part 3.
Definitional Cross References:
“Agreement”, Section 1-201.
“Contract”. Section 1-201.
“Contract for sale”. Section 2-106.
“Goods”. Section 2-105.
“Party”. Section 1-201.
“Remedy”. Section 1-201.
“Term”. Section 1-201.