reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 61 - Mortgages, Deeds of Trust, and Real Estate Contracts › Chapter 61.38 - Future Listing Right Purchase Contracts. › 61.38.010 - Future listing right purchase contracts—Duration—Actions to enforce compliance.

RCW 61.38.010
Future listing right purchase contracts—Duration—Actions to enforce compliance.
(1) No future listing right purchase contract shall exceed five years duration and may not be renewed or extended. A future listing right purchase contract:
(a) Shall not be used as a lien against the real property;
(b) Shall not run with title to real property and is not binding or enforceable at law or in equity against any subsequent owner, purchaser, or mortgagee or holder of any interest in real property as an equitable servitude;
(c) May be canceled by the owner without penalty or further obligation within 10 business days after execution of the contract by owner sending notice of cancellation to the other party by mail, telegram, or other means of written communication along with the full amount of any consideration paid to the owner. Notice of cancellation is considered given when mailed, when filed for telegraphic transmission, or, if sent by other means, when delivered to the other party's designated place of business. Such cancellation right shall be set forth clearly in bold type font in the future listing right purchase contract;
(d) Shall set forth clearly in bold type font that the owner may not be compelled to list the owner's property.
(2) The attorney general may bring actions to enforce compliance with this section. The legislature finds that the practices covered by this section are matters vitally affecting the public interest for the purpose of applying the consumer protection act, chapter 19.86 RCW. A violation of this section is not reasonable in relation to the development and preservation of business and is an unfair or deceptive act in trade or commerce and an unfair method of competition for the purpose of applying the consumer protection act, chapter 19.86 RCW.
(3) For the purposes of this section, a "future listing right purchase contract" means a contract granting an exclusive right to list residential real estate for sale in the future and includes, but is not limited to, any document recorded in the county where the real estate is located relating to the contract including the contract itself, a memorandum concerning the contract, or a deed of trust to secure the terms of the contract.
[ 2023 c 367 § 1.]
2023 Revised Code of Washington › Title 61 - Mortgages, Deeds of Trust, and Real Estate Contracts › Chapter 61.38 - Future Listing Right Purchase Contracts. › 61.38.901 - Effective date—2023 c 367.

RCW 61.38.901
Effective date—2023 c 367.
This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect immediately [May 9, 2023].
[ 2023 c 367 § 4.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › RCW Dispositions › 62A.1 GENERAL PROVISIONS

Sections
62A.1-109 Section captions.
[1965 ex.s. c 157 § 1-109. Cf. former RCW 62.98.020; 1955 c 35 § 62.98.020.]
Repealed by 2012 c 214 § 1601.
62A.1-207 Performance or acceptance under reservation of rights.
[1993 c 229 § 2; 1965 ex.s. c 157 § 1-207.]
Repealed by 2012 c 214 § 1601.
62A.1-208 Option to accelerate at will.
[1965 ex.s. c 157 § 1-208. Cf. former RCW 61.08.080; Code 1881 § 1998; 1879 p 106 § 13; RRS § 1111.]
Repealed by 2012 c 214 § 1601.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › RCW Dispositions › 62A.6 BULK TRANSFERS

Sections
62A.6-101 Short title.
[1965 ex.s. c 157 § 6-101.]
Repealed by 1993 c 395 § 6-101.
62A.6-102 "Bulk transfer"; transfers of equipment; enterprises subject to this Article; bulk transfers subject to this Article.
[1967 c 114 § 2; 1965 ex.s. c 157 § 6-102. Cf. former RCW 63.08.010; 1939 c 122 § 4; 1925 ex.s. c 135 § 1; RRS § 5835; prior: 1913 c 175 § 4; 1901 c 109 §§ 4, 5.]
Repealed by 1993 c 395 § 6-101.
62A.6-103 Transfers excepted from this Article.
[1965 ex.s. c 157 § 6-103. Cf. former RCW 63.08.010; 1939 c 122 § 4; 1925 ex.s. c 135 § 1; RRS § 5835; prior: 1913 c 175 § 4; 1901 c 109 §§ 4, 5.]
Repealed by 1993 c 395 § 6-101.
62A.6-104 Schedule of property, list of creditors.
[1975 1st ex.s. c 278 § 33; 1965 ex.s. c 157 § 6-104. Cf. former RCW sections: (i) RCW 63.08.020; 1953 c 247 § 1; 1943 c 98 § 1, part; 1939 c 122 § 1, part; 1925 ex.s. c 135 § 2, part; Rem. Supp. 1943 § 5832, part; prior: 1901 c 109 § 1, part. (ii) RCW 63.08.040; 1953 c 247 § 3; 1943 c 98 § 1, part; 1939 c 122 § 1, part; 1925 ex.s. c 135 § 2, part; Rem. Supp. 1943 § 5832, part; prior: 1901 c 109 § 1, part. (iii) RCW 63.08.050; 1953 c 247 § 4; 1939 c 122 § 2; 1925 ex.s. c 135 § 3; RRS § 5833; prior: 1901 c 109 § 2. (iv) RCW 63.08.060; 1939 c 122 § 3; 1925 ex.s. c 135 § 4; RRS § 5834; prior: 1901 c 109 § 3.]
Repealed by 1993 c 395 § 6-101.
62A.6-105 Notice to creditors — Exceptions.
[1971 c 23 § 1; 1965 ex.s. c 157 § 6-105. Cf. former RCW 63.08.040; 1953 c 247 § 3; 1943 c 98 § 1, part; 1939 c 122 § 1, part; 1925 ex.s. c 135 § 2, part; Rem. Supp. 1943 § 5832, part; prior: 1901 c 109 § 1, part.]
Repealed by 1993 c 395 § 6-101.
62A.6-106 Application of the proceeds.
[1965 ex.s. c 157 § 6-106. Cf. former RCW 63.08.050; 1953 c 247 § 4; 1939 c 122 § 2; 1925 ex.s. c 135 § 3; RRS § 5833; prior: 1901 c 109 § 2.]
Repealed by 1993 c 395 § 6-101.
62A.6-107 The notice.
[1975 1st ex.s. c 278 § 34; 1965 ex.s. c 157 § 6-107. Cf. former RCW 63.08.040; 1953 c 247 § 3; 1943 c 98 § 1, part; 1939 c 122 § 1, part; 1925 ex.s. c 135 § 2, part; Rem. Supp. 1943 § 5832, part; prior: 1901 c 109 § 1, part.]
Repealed by 1993 c 395 § 6-101.
62A.6-108 Auction sales; "auctioneer".
[1965 ex.s. c 157 § 6-108.]
Repealed by 1993 c 395 § 6-101.
62A.6-109 What creditors protected; credit for payment to particular creditors.
[1967 c 114 § 3; 1965 ex.s. c 157 § 6-109. Cf. former RCW sections: (i) RCW 63.08.020; 1953 c 247 § 1; 1943 c 98 § 1, part; 1939 c 122 § 1, part; 1925 ex.s. c 135 § 2, part; Rem. Supp. 1943 § 5832, part; prior: 1901 c 109 § 1, part; (ii) RCW 63.08.050; 1953 c 247 § 4; 1939 c 122 § 2; 1925 ex.s. c 135 § 3; RRS § 5833; prior: 1901 c 109 § 2.]
Repealed by 1993 c 395 § 6-101.
62A.6-110 Subsequent transfers.
[1965 ex.s. c 157 § 6-110.]
Repealed by 1993 c 395 § 6-101.
62A.6-111 Limitation of actions and levies.
[1965 ex.s. c 157 § 6-111.]
Repealed by 1993 c 395 § 6-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › RCW Dispositions › 62A.10 EFFECTIVE DATE AND REPEALER

Sections
62A.10-104 Laws not repealed.
[1995 c 48 § 71; 1965 ex.s. c 157 § 10-104.]
Repealed by 2012 c 214 § 1601.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-101 - Short titles.

RCW 62A.1-101
Short titles.
(a) This title may be cited as the Uniform Commercial Code.
(b) This Article may be cited as Uniform Commercial Code—General Provisions.
[ 2012 c 214 § 101; 1965 ex.s. c 157 § 1-101.]
NOTES:
Application—2012 c 214: "This act applies to a transaction that is entered into, a document of title that is issued, or a bailment that arises on or after June 7, 2012. This act does not apply to a transaction that is entered into, a document of title that is issued, or a bailment that arises before June 7, 2012, even if the transaction, document of title, or bailment would be subject to this act if the transaction had been entered into, the document of title had been issued, or the bailment had arisen on or after June 7, 2012. This act does not apply to a right of action that has accrued before June 7, 2012." [ 2012 c 214 § 1803.]
Savings—2012 c 214: "A transaction that is entered into, a document of title that is issued, or a bailment that arises before June 7, 2012, and the rights, obligations, and interests flowing from that transaction, document, or bailment are governed by any statute or other rule amended or repealed by this act as if amendment or repeal had not occurred and may be terminated, completed, consummated, or enforced under that statute or other rule." [ 2012 c 214 § 1804.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-102 - Scope of Article.

RCW 62A.1-102
Scope of Article.
This Article applies to a transaction to the extent that it is governed by another article of this title.
[ 2012 c 214 § 102; 1965 ex.s. c 157 § 1-102. Cf. former RCW sections: (i) RCW 22.04.580; 1913 c 99 § 57; RRS § 3643. (ii) RCW 23.80.190; 1939 c 100 § 19; RRS § 3803-119. (iii) RCW 63.04.745; 1925 ex.s. c 142 § 74; RRS § 5836-74; formerly RCW 63.04.770. (iv) RCW 81.32.521; 1961 c 14 § 81.32.521; prior: 1915 c 159 § 52; RRS § 3698; formerly RCW 81.32.610.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Code to be liberally construed: RCW 1.12.010.
Number and gender—Interpretation: RCW 1.12.050.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-103 - Construction of uniform commercial code to promote its purposes and policies; applicability of supplemental principles of law.

RCW 62A.1-103
Construction of uniform commercial code to promote its purposes and policies; applicability of supplemental principles of law.
(a) 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 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.
[ 2012 c 214 § 103; 1965 ex.s. c 157 § 1-103. Cf. former RCW sections: (i) RCW 22.04.570; 1913 c 99 § 56; RRS § 3642. (ii) RCW 23.80.180; 1939 c 100 § 18; RRS § 3803-118; formerly RCW 23.20.190. (iii) RCW 62.01.196; 1955 c 35 § 196; RRS § 3586. (iv) RCW 63.04.030; 1925 ex.s. c 142 § 2; RRS § 5836-2. (v) RCW 81.32.511; 1961 c 14 § 81.32.511; prior: 1915 c 159 § 51; RRS § 3697; formerly RCW 81.32.600.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Application of common law: RCW 4.04.010.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-104 - Construction against implied repeal.

RCW 62A.1-104
Construction against implied repeal.
This title being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
[ 2012 c 214 § 104; 1965 ex.s. c 157 § 1-104.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-105 - Severability.

RCW 62A.1-105
Severability.
If any provision or clause of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable.
[ 2012 c 214 § 105; 2001 c 32 § 8; 2000 c 250 § 9A-801; 1997 c 56 § 19; 1995 c 48 § 54. Prior: 1993 c 395 § 6-102; 1993 c 230 § 2A-601; 1981 c 41 § 1; 1965 ex.s. c 157 § 1-105.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Effective date—2001 c 32: See note following RCW 62A.9A-102.
Effective date—2000 c 250: See RCW 62A.9A-701.
Applicability—Savings—Transition provisions—1997 c 56: See RCW 62A.5-1013 and 62A.5-1015.
Savings—1995 c 48: See RCW 62A.8-601.
Effective date—1995 c 48: See RCW 62A.11-113.
Effective date—1993 c 230: See RCW 62A.11-110.
Effective date—1981 c 41: See RCW 62A.11-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-106 - Use of singular and plural; gender.

RCW 62A.1-106
Use of singular and plural; gender.
In this title, unless the statutory context otherwise requires:
(1) Words in the singular number include the plural, and those in the plural include the singular; and
(2) Words of any gender also refer to any other gender.
[ 2012 c 214 § 106; 1965 ex.s. c 157 § 1-106. Cf. former: RCW 63.04.730; 1925 ex.s. c 142 § 72; RRS § 5836-72.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-107 - Section captions.

RCW 62A.1-107
Section captions.
Section captions are part of this title.
[ 2012 c 214 § 107; 1965 ex.s. c 157 § 1-107. Cf. former RCW sections: (i) RCW 62.01.119(3); 1955 c 35 § 62.01.119; prior: 1899 c 149 § 119; RRS § 3509. (ii) RCW 62.01.120(2); 1955 c 35 § 62.01.120; prior: 1899 c 149 § 120; RRS § 3510. (iii) RCW 62.01.122; 1955 c 35 § 62.01.122; prior: 1899 c 149 § 122; RRS § 3512.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-108 - Relation to electronic signatures in global and national commerce act.

RCW 62A.1-108
Relation to electronic signatures in global and national commerce act.
Except as provided in this section, this Article modifies, limits, and supersedes the federal electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., except that nothing in this Article modifies, limits, or supersedes section 7001(c) of that act, and nothing in this section either authorizes or prohibits electronic delivery of any of the notices described in section 7003(b) of that act. This section does not modify, limit, or supersede application of the federal electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., to transactions governed by Article 2 or 2A of this title.
[ 2012 c 214 § 108; 1965 ex.s. c 157 § 1-108. Cf. former RCW 62.98.030; 1955 c 35 § 62.98.030.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-110 - Art dealers and artists—Contracts—Duties, etc.

RCW 62A.1-110
Art dealers and artists—Contracts—Duties, etc.
Chapter 18.110 RCW shall control over any conflicting provision of this title.
[ 1981 c 33 § 7.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-190 - Construction—Title applicable to state registered domestic partnerships—2009 c 521.

RCW 62A.1-190
Construction—Title applicable to state registered domestic partnerships—2009 c 521.
For the purposes of this title, the terms spouse, marriage, marital, husband, wife, widow, widower, next of kin, and family shall be interpreted as applying equally to state registered domestic partnerships or individuals in state registered domestic partnerships as well as to marital relationships and married persons, and references to dissolution of marriage shall apply equally to state registered domestic partnerships that have been terminated, dissolved, or invalidated, to the extent that such interpretation does not conflict with federal law. Where necessary to implement chapter 521, Laws of 2009, gender-specific terms such as husband and wife used in any statute, rule, or other law shall be construed to be gender neutral, and applicable to individuals in state registered domestic partnerships.
[ 2009 c 521 § 143.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-202 - Notice; knowledge.

RCW 62A.1-202
Notice; knowledge.
(a) Subject to subsection (f) of this section, 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) of this section, 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.
[ 2012 c 214 § 110; 1965 ex.s. c 157 § 1-202.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Official documents as evidence: RCW 5.40.020, 5.40.030, 5.40.040.
Uniform Business Records as Evidence Act: Chapter 5.45 RCW.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-204 - Value.

RCW 62A.1-204
Value. (Effective until January 1, 2024.)
Except as otherwise provided in Articles 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.
[ 2012 c 214 § 112; 1965 ex.s. c 157 § 1-204.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Except as otherwise provided in Articles 3, 4, 5, and 12 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.
[ 2023 c 266 § 102; 2012 c 214 § 112; 1965 ex.s. c 157 § 1-204.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-205 - Reasonable time; seasonableness.

RCW 62A.1-205
Reasonable time; seasonableness.
(a) Whether a time for taking an action required by this title is reasonable depends on the nature, purpose, and circumstances of the action.
(b) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
[ 2012 c 214 § 113; 1965 ex.s. c 157 § 1-205. Cf. former RCW sections: (i) RCW 63.04.100(1); 1925 ex.s. c 142 § 9; RRS § 5836-9. (ii) RCW 63.04.160(5); 1925 ex.s. c 142 § 15; RRS § 5836-15. (iii) RCW 63.04.190(2); 1925 ex.s. c 142 § 18; RRS § 5836-18. (iv) RCW 63.04.720; 1925 ex.s. c 142 § 71; RRS § 5836-71.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-206 - Presumptions.

RCW 62A.1-206
Presumptions.
Whenever this title creates a "presumption" with respect to a fact, or provides that a fact is "presumed," the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.
[ 2012 c 214 § 114; 1995 c 48 § 55; 1965 ex.s. c 157 § 1-206. Cf. former RCW 63.04.050; 1925 ex.s. c 142 § 4; RRS § 5836-4; prior: Code 1881 § 2326.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Savings—1995 c 48: See RCW 62A.8-601.
Effective date—1995 c 48: See RCW 62A.11-113.
Statute of frauds: Chapter 19.36 RCW.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-301 - Territorial applicability; parties' power to choose applicable law.

RCW 62A.1-301
Territorial applicability; parties' power to choose applicable law. (Effective until January 1, 2024.)
(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) of this section, and except as provided in subsection (c) of this section, this title applies to transactions bearing an appropriate relation to this state.
(c) If one of the following provisions of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(1) RCW 62A.2-402;
(2) RCW 62A.2A-105 and 62A.2A-106;
(3) RCW 62A.4-102;
(4) RCW 62A.4A-507;
(5) RCW 62A.5-116;
(6) RCW 62A.8-110;
(7) RCW 62A.9A-301 through 62A.9A-307.
[ 2012 c 214 § 115.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
(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) of this section, and except as provided in subsection (c) of this section, this title applies to transactions bearing an appropriate relation to this state.
(c) If one of the following provisions of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(1) RCW 62A.2-402;
(2) RCW 62A.2A-105 and 62A.2A-106;
(3) RCW 62A.4-102;
(4) RCW 62A.4A-507;
(5) RCW 62A.5-116;
(6) RCW 62A.8-110;
(7) RCW 62A.9A-301 through 62A.9A-307; and
(8) RCW 62A.12-107.
[ 2023 c 266 § 103; 2012 c 214 § 115.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-302 - Variation by agreement.

RCW 62A.1-302
Variation by agreement.
(a) Except as otherwise provided in subsection (b) of this section or elsewhere in this title, the effect of provisions of this title may be varied by agreement.
(b) The obligations of good faith, diligence, reasonableness, and care prescribed by this title may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever this title requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
(c) The presence in certain provisions of this title of the phrase "unless otherwise agreed," or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.
[ 2012 c 214 § 116.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-303 - Course of performance, course of dealing, and usage of trade.

RCW 62A.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) of this section, 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 RCW 62A.2-209 and 62A.2A-208, 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.
[ 2012 c 214 § 117.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-304 - Obligation of good faith.

RCW 62A.1-304
Obligation of good faith.
Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.
[ 2012 c 214 § 118.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-305 - Remedies to be liberally administered.

RCW 62A.1-305
Remedies to be liberally administered.
(a) The remedies provided by this title must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in this title or by other rule of law.
(b) Any right or obligation declared by this title is enforceable by action unless the provision declaring it specifies a different and limited effect.
[ 2012 c 214 § 119.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-306 - Waiver or renunciation of claim or right after breach.

RCW 62A.1-306
Waiver or renunciation of claim or right after breach. (Effective until January 1, 2024.)
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.
[ 2012 c 214 § 120.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
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 a signed record.
[ 2023 c 266 § 104; 2012 c 214 § 120.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-307 - Prima facie evidence by third-party documents.

RCW 62A.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.
[ 2012 c 214 § 121.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-308 - Performance or acceptance under reservation of rights.

RCW 62A.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) of this section does not apply to an accord and satisfaction.
[ 2012 c 214 § 122.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-309 - Option to accelerate at will.

RCW 62A.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.
[ 2012 c 214 § 123.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.1 General Provisions. › 62A.1-310 - Subordinated obligations.

RCW 62A.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.
[ 2012 c 214 § 124.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-102 - Scope; certain security and other transactions excluded from this Article.

RCW 62A.2-102
Scope; certain security and other transactions excluded from this Article. (Effective until January 1, 2024.)
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.
[1965 ex.s. c 157 § 2-102. Cf. former RCW 63.04.750; 1925 ex.s. c 142 § 75; RRS § 5836-75.]
(1) Unless the context otherwise requires, and except as provided in subsection (3) of this section, this Article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2) of this section.
(2) In a hybrid transaction:
(a) If the sale-of-goods aspects do not predominate, only the provisions of this Article which relate primarily to the sale-of-goods aspects of the transaction apply, and the provisions that relate primarily to the transaction as a whole do not apply.
(b) If the sale-of-goods aspects predominate, this Article applies to the transaction but does not preclude application in appropriate circumstances of other law to aspects of the transaction which do not relate to the sale of goods.
(3) This Article does not:
(a) Apply to a transaction that, even though in the form of an unconditional contract to sell or present sale, operates only to create a security interest; or
(b) Impair or repeal a statute regulating sales to consumers, farmers, or other specified classes of buyers.
[ 2023 c 266 § 201; 1965 ex.s. c 157 § 2-102. Cf. former RCW 63.04.750; 1925 ex.s. c 142 § 75; RRS § 5836-75.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-103 - Definitions and index of definitions.

RCW 62A.2-103
Definitions and index of definitions.
(1) In this Article unless the context otherwise requires:
(a) "Buyer" means a person who buys or contracts to buy goods.
(b) [Reserved.]
(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 Article or to specified Parts thereof, and the sections in which they appear are:
"Acceptance."
RCW 62A.2-606.
"Banker's credit."
RCW 62A.2-325.
"Between merchants."
RCW 62A.2-104.
"Cancellation."
RCW 62A.2-106(4).
"Commercial unit."
RCW 62A.2-105.
"Confirmed credit."
RCW 62A.2-325.
"Conforming to contract."
RCW 62A.2-106.
"Contract for sale."
RCW 62A.2-106.
"Cover."
RCW 62A.2-712.
"Entrusting."
RCW 62A.2-403.
"Financing agency."
RCW 62A.2-104.
"Future goods."
RCW 62A.2-105.
"Goods."
RCW 62A.2-105.
"Identification."
RCW 62A.2-501.
"Installment contract."
RCW 62A.2-612.
"Letter of credit."
RCW 62A.2-325.
"Lot."
RCW 62A.2-105.
"Merchant."
RCW 62A.2-104.
"Overseas."
RCW 62A.2-323.
"Person in position of seller."
RCW 62A.2-707.
"Present sale."
RCW 62A.2-106.
"Sale."
RCW 62A.2-106.
"Sale on approval."
RCW 62A.2-326.
"Sale or return."
RCW 62A.2-326.
"Termination."
RCW 62A.2-106.
(3) "Control" as provided in RCW 62A.7-106 and the following definitions in other articles apply to this Article:
"Check."
RCW 62A.3-104.
"Consignee."
RCW 62A.7-102.
"Consignor."
RCW 62A.7-102.
"Consumer goods."
RCW 62A.9A-102.
"Dishonor."
RCW 62A.3-502.
"Draft."
RCW 62A.3-104.
(4) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
[ 2012 c 214 § 801; 2000 c 250 § 9A-803; 1965 ex.s. c 157 § 2-103. Cf. former RCW 63.04.755(1); 1925 ex.s. c 142 § 76; RRS § 5836-76; formerly RCW 63.04.010.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Effective date—2000 c 250: See RCW 62A.9A-701.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-104 - Definitions: "Merchant"; "between merchants"; "financing agency".

RCW 62A.2-104
Definitions: "Merchant"; "between merchants"; "financing agency".
(1) "Merchant" means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself 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 or her employment of an agent or broker or other intermediary who by his or her occupation holds himself or herself out as having such knowledge or skill.
(2) "Financing agency" means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller's draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. "Financing agency" includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (RCW 62A.2-707).
(3) "Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
[ 2012 c 214 § 802; 1965 ex.s. c 157 § 2-104. Cf. former RCW sections: (i) RCW 63.04.160(2), (5); 1925 ex.s. c 142 § 15; RRS § 5836-15. (ii) RCW 63.04.170(c); 1925 ex.s. c 142 § 16; RRS § 5836-16. (iii) RCW 63.04.460(2); 1925 ex.s. c 142 § 45; RRS § 5836-45. (iv) RCW 63.04.720; 1925 ex.s. c 142 § 71; RRS § 5836-71. (v) RCW 81.32.351; 1961 c 14 § 81.32.351; prior: 1915 c 159 § 35; RRS § 3681; formerly RCW 81.32.440. (vi) RCW 81.32.371; 1961 c 14 § 81.32.371; prior: 1915 c 159 § 37; RRS § 3683; formerly RCW 81.32.460.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-105 - Definitions: Transferability; "goods"; "future" goods; "lot"; "commercial unit".

RCW 62A.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 (Article 8) 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 (RCW 62A.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.
[1965 ex.s. c 157 § 2-105. Subds. (1), (2), (3), (4), cf. former RCW sections: (i) RCW 63.04.060; 1925 ex.s. c 142 § 5; RRS § 5836-5. (ii) RCW 63.04.070; 1925 ex.s. c 142 § 6; RRS § 5836-6. (iii) RCW 63.04.755; 1925 ex.s. c 142 § 76; RRS § 5836-76; formerly RCW 63.04.010.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-107 - Goods to be severed from realty: Recording.

RCW 62A.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 Article 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 Article 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.
[ 1981 c 41 § 3; 1965 ex.s. c 157 § 2-107. Cf. former RCW sections: (i) RCW 63.04.755(1); 1925 ex.s. c 142 § 76; RRS § 5836-76; formerly RCW 63.04.010. (ii) RCW 65.08.040; Code 1881 § 2327; 1863 p 413 § 4; 1854 p 404 § 4; RRS § 5827.]
NOTES:
Effective date—1981 c 41: See RCW 62A.11-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-202 - Final written expression: Parol or extrinsic evidence.

RCW 62A.2-202
Final written expression: Parol or extrinsic evidence. (Effective until January 1, 2024.)
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 (RCW 62A.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.
[ 2012 c 214 § 803; 1965 ex.s. c 157 § 2-202.]
NOTES:
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record 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 (RCW 62A.1-303); and
(b) By evidence of consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement.
[ 2023 c 266 § 204; 2012 c 214 § 803; 1965 ex.s. c 157 § 2-202.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Application—Savings—2012 c 214: See notes following RCW 62A.1-101.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-203 - Seals inoperative.

RCW 62A.2-203
Seals inoperative. (Effective until January 1, 2024.)
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 contract or offer.
[1965 ex.s. c 157 § 2-203. Cf. former RCW 63.04.040; 1925 ex.s. c 142 § 3; RRS § 5836-3.]
NOTES:
Corporate seals—Effect of absence from instrument: RCW 64.04.105.
The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument and the law with respect to sealed instruments does not apply to such contract or offer.
[ 2023 c 266 § 205; 1965 ex.s. c 157 § 2-203. Cf. former RCW 63.04.040; 1925 ex.s. c 142 § 3; RRS § 5836-3.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.
Corporate seals—Effect of absence from instrument: RCW 64.04.105.
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-204 - Formation in general.

RCW 62A.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.
[1965 ex.s. c 157 § 2-204. Cf. former RCW sections: (i) RCW 63.04.020; 1925 ex.s. c 142 § 1; RRS § 5836-1. (ii) RCW 63.04.040; 1925 ex.s. c 142 § 3; RRS § 5836-3.]
2023 Revised Code of Washington › Title 62A - Uniform Commercial Code › 62A.2 Sales. › 62A.2-205 - Firm offers.

RCW 62A.2-205
Firm offers. (Effective until January 1, 2024.)
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
[1965 ex.s. c 157 § 2-205. Cf. former RCW sections: (i) RCW 63.04.020; 1925 ex.s. c 142 § 1; RRS § 5836-1. (ii) RCW 63.04.040; 1925 ex.s. c 142 § 3; RRS § 5836-3.]
An offer by a merchant to buy or sell goods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
[ 2023 c 266 § 206; 1965 ex.s. c 157 § 2-205. Cf. former RCW sections: (i) RCW 63.04.020; 1925 ex.s. c 142 § 1; RRS § 5836-1. (ii) RCW 63.04.040; 1925 ex.s. c 142 § 3; RRS § 5836-3.]
NOTES:
Construction—Effective date—2023 c 266: See notes following RCW 62A.12-101.