reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 351 - Habitual traffic offenders. › 351.05 - Habitual traffic offender or repeat habitual traffic offender determination by the court.

351.05
Habitual traffic offender or repeat habitual traffic offender determination by the court.
The court in which the petition under s. 351.027 is filed shall determine whether the person is a habitual traffic offender or repeat habitual traffic offender. If the person denies he or she was convicted or found in violation of any offense necessary for a holding that he or she is a habitual traffic offender or repeat habitual traffic offender, and if the court is not able to make the determination on the evidence before it, the court may certify the decision of the issue to the court in which the conviction or finding of violation was made. The court to which the certification was made shall conduct a hearing to determine the issue and send a certified copy of its final order determining the issue to the court in which the petition was filed.
History:  1979 c. 333; 1983 a. 525; 1985 a. 71.
2023 Wisconsin Statutes & Annotations › Chapter 351 - Habitual traffic offenders. › 351.06 - Order of court.

351.06
Order of court.
If the court finds that the person before it is not the same person named in the record or that he or she is not a habitual traffic offender or repeat habitual traffic offender, the court shall order the secretary to reinstate the person's Wisconsin operating privilege. If the court finds that the person is the same person named in the record and that he or she is a habitual traffic offender or repeat habitual traffic offender, the court shall deny the person's petition for a determination that the person is not a habitual traffic offender or repeat habitual traffic offender. The clerk of the court shall file a copy of the order or denial of the petition with the department which shall become a part of the records of the department.
History:  1979 c. 333; 1983 a. 525; 1985 a. 71.
There is no discretion in the administration of this chapter. State v. Strassburg, 120 Wis. 2d 30, 352 N.W.2d 215 (Ct. App. 1984).
2023 Wisconsin Statutes & Annotations › Chapter 351 - Habitual traffic offenders. › 351.07 - Occupational license; conviction after issuance.

351.07
Occupational license; conviction after issuance.
(1)
A person whose operating privilege has been revoked under this chapter as a habitual traffic offender may, after 2 years of the period of revocation have elapsed, petition a judge of the circuit court for the county in which the person resides for an order authorizing the issuance of an occupational license allowing the operation of vehicles other than commercial motor vehicles. The person's petition shall include a compelling reason why the person should be granted an occupational license and additional reasons why the judge should believe that the person's previous conduct as a traffic offender will not be repeated. The judge shall state his or her reasons for granting or denying the petition on the record. If the judge grants the petition, the judge shall issue an order authorizing the issuance of an occupational license, limited to the operation of vehicles other than commercial motor vehicles, to the person under s. 343.10. The clerk of the court shall file a copy of the order with the department, which shall become a part of the records of the department. Upon receipt of the court order, the petitioner shall be considered an applicant by the department for purposes of s. 343.10.
(1g)
No person may file a petition for an occupational license under sub. (1) unless he or she first pays a fee of $40 to the clerk of the circuit court. The clerk of the circuit court shall give the person a receipt and forward the fee to the county treasurer. That treasurer shall pay 50 percent of the fee to the secretary of administration under s. 59.25 (3) (m) and retain the balance for the use of the county.
(2)
Upon conviction of a person who is issued an occupational license as provided by sub. (1) of 2 offenses under s. 351.02 (1) (b) committed within one year following issuance of the occupational license or of one offense under s. 351.02 (1) (a) or 4 offenses under s. 351.02 (1) (b) committed within 3 years following issuance of the occupational license, the secretary shall proceed under s. 351.025.
History:  1983 a. 525; 1985 a. 71; 1987 a. 403; 1989 a. 105; 1995 a. 269; 1997 a. 35; 2001 a. 109; 2003 a. 33; 2009 a. 243.
2023 Wisconsin Statutes & Annotations › Chapter 351 - Habitual traffic offenders. › 351.08 - Operation of motor vehicle by habitual traffic offender or repeat habitual traffic offender prohibited; penalty; enforcement.

351.08
Operation of motor vehicle by habitual traffic offender or repeat habitual traffic offender prohibited; penalty; enforcement.
Any person who is convicted of operating a motor vehicle in this state while the revocation under this chapter is in effect shall, in addition to any penalty imposed under s. 343.44, be fined not to exceed $5,000 and imprisoned not to exceed 180 days. No portion of the sentence may be suspended, except in a case where operating was made necessary by a situation of emergency, as determined by the court. Any person imprisoned under this section, on his or her request, may be allowed Huber law work privileges under s. 303.08 or may be allowed to work under s. 303.10 (3). For the purpose of enforcing this section, in any case in which the accused is charged with driving a motor vehicle while his or her license, permit or privilege to drive is suspended or revoked or is charged with driving without a license, the court before hearing the charge shall determine whether the person is a habitual traffic offender or repeat habitual traffic offender and therefore barred from operating a motor vehicle on the highways of this state.
History:  1979 c. 333; 1983 a. 525, 535, 538; 1985 a. 71; 1989 a. 31; 1995 a. 281.
This section authorizes enhancements to penalties under s. 343.44. It does not create a separate substantive offense. 75 Atty. Gen. 106.
2023 Wisconsin Statutes & Annotations › Chapter 351 - Habitual traffic offenders. › 351.09 - Recalculation of habitual traffic offender status.

351.09
Recalculation of habitual traffic offender status.
Any person whose operating privilege is revoked as a habitual traffic offender or as a repeat habitual traffic offender and whose classification as a habitual traffic offender or repeat habitual traffic offender resulted from one or more convictions for violations of s. 343.44 (1), or a local ordinance in conformity therewith, or the law of another jurisdiction that prohibits the operation of a motor vehicle with a suspended or revoked operator's license, may apply to the department for recalculation of that person's status as a habitual traffic offender or repeat habitual traffic offender. Upon receiving an application under this section, the department shall recalculate whether the person's record of convictions brings the person within the definition of a habitual traffic offender or repeat habitual traffic offender. If the recalculation demonstrates that the person is not a habitual traffic offender or repeat habitual traffic offender, the department shall rescind the order declaring the applicant a habitual traffic offender or repeat habitual traffic offender. Upon the completion of the recalculation under this section, the department shall provide written notice to the person of the result of the recalculation, of the order of rescission, if any, under this section and, if appropriate, of the process for reinstating the person's operating privilege. This section does not apply on or after January 1, 2003.
History:  1997 a. 84.
When a recalculation under this section requires the recission of the order finding a person to be a habitual traffic offender, the effect is an abrogation of that status from the outset of its existence. Rescinded habitual offender status can have no legal effect, must be treated as if it never existed, and cannot be the basis for imposing a criminal penalty. State v. Hanson, 2001 WI 70, 244 Wis. 2d 405, 628 N.W.2d 759, 99-3142.
2023 Wisconsin Statutes & Annotations › Chapter 351 - Habitual traffic offenders. › 351.10 - Appeals.

351.10
Appeals.
An appeal to the court of appeals may be taken from any final action or order of a court entered under this chapter in the same manner and form as an appeal in a criminal case.
History:  1979 c. 333; 1983 a. 535; Sup. Ct. Order, 146 Wis. 2d xiii, (1988).
2023 Wisconsin Statutes & Annotations › Chapter 351 - Habitual traffic offenders. › 351.11 - Application of chapter.

351.11
Application of chapter.
This chapter is in addition to and not in substitution for any provision of ch. 343 requiring the revocation of an operating privilege. An operating privilege may be revoked in accordance with ch. 343 notwithstanding the fact that the revocation is not mandated by this chapter. The penalty imposed under s. 351.08 is in addition to the penalty imposed under any other law or ordinance for an offense specified in s. 351.02.
History:  1979 c. 333; 1997 a. 84.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.103 - Construction of uniform commercial code to promote its purposes and policies; applicability of supplemental principles of law.

401.103
Construction of uniform commercial code to promote its purposes and policies; applicability of supplemental principles of law.
(1)
Chapters 401 to 411 must be liberally construed and applied to promote its underlying purposes and policies, which are all of the following:
(a)
To simplify, clarify, and modernize the law governing commercial transactions.
(b)
To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties.
(c)
To make uniform the law among the various jurisdictions.
(2)
Unless displaced by the particular provisions of chs. 401 to 411, 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, or other validating or invalidating cause shall supplement its provisions.
History:  2009 a. 320.
Because, under sub. (1) (c), one underlying purpose of Wisconsin's U.C.C. is to make uniform the law among the various jurisdictions, Wisconsin courts give substantial weight to cases from other jurisdictions when resolving issues that arise under that code. Deutsche Bank National Trust Company v. Wuensch, 2018 WI 35, 380 Wis. 2d 727, 911 N.W.2d 1, 15-0175.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.104 - Construction against implied repeal.

401.104
Construction against implied repeal.
Chapters 401 to 411 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.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.106 - Use of singular and plural; gender.

401.106
Use of singular and plural; gender.
In chs. 401 to 411, unless the statutory context otherwise requires, all of the following apply:
(1)
Words in the singular number include the plural, and those in the plural include the singular.
(2)
Words of any gender also refer to any other gender.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.202 - Notice; knowledge.

401.202
Notice; knowledge.
(1)
Subject to sub. (6), a person has “notice" of a fact if the person satisfies any of the following:
(a)
Has actual knowledge of it.
(b)
Has received a notice or notification of it.
(c)
From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(2)
“Knowledge" means actual knowledge.
(3)
“Discover," “learn," or words of similar import refer to knowledge rather than to notice.
(4)
A person “notifies" or “gives" a notice or notification to another by taking such steps as may be reasonably required to inform the other in ordinary course, whether or not the other person actually comes to know of it.
(5)
Subject to sub. (6), a person “receives" a notice or notification when any of the following apply:
(a)
It comes to that person's attention.
(b)
It is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
(6)
Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual's attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.204 - Value.

401.204
Value.
Except as otherwise provided in chs. 403, 404, and 405, a person gives value for rights if the person acquires them under any of the following circumstances:
(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.
(4)
In return for any consideration sufficient to support a simple contract.
History:  2009 a. 320; 2011 a. 257.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.205 - Reasonable time; seasonableness.

401.205
Reasonable time; seasonableness.
(1)
Whether a time for taking an action required by chs. 401 to 411 is reasonable depends on the nature, purpose, and circumstances of the action.
(2)
An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.301 - Territorial applicability; parties' power to choose applicable law.

401.301
Territorial applicability; parties' power to choose applicable law.
(1)
Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and 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.
(2)
In the absence of an agreement under sub. (1), and except as provided in sub. (3), chs. 401 to 411 apply to transactions bearing an appropriate relation to this state.
(3)
If one of the following provisions of chs. 401 to 411 specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(a)
Section 402.402.
(b)
Sections 411.105 and 411.106.
(c)
Section 404.102.
(d)
Section 410.507.
(e)
Section 405.116.
(g)
Section 408.110.
(h)
Sections 409.301 through 409.307.
History:  2009 a. 320; 2011 a. 257.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.302 - Variation by agreement.

401.302
Variation by agreement.
(1)
Except as otherwise provided in sub. (2) or elsewhere in chs. 401 to 411, the effect of provisions of chs. 401 to 411 may be varied by agreement.
(2)
The obligations of good faith, diligence, reasonableness, and care prescribed by chs. 401 to 411 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 chs. 401 to 411 require any action to be taken within a reasonable time, any time which is not manifestly unreasonable may be fixed by agreement.
(3)
The presence in certain provisions of chs. 401 to 411 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.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.303 - Course of performance, course of dealing, and usage of trade.

401.303
Course of performance, course of dealing, and usage of trade.
(1)
A “course of performance" is a sequence of conduct between the parties to a particular transaction that exists if any of the following apply:
(a)
The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party.
(b)
The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.
(2)
A “course of dealing" is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.
(3)
A “usage of trade" is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage are to be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.
(4)
A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.
(5)
Except as otherwise provided in sub. (6), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable, all of the following apply:
(a)
Express terms prevail over course of performance, course of dealing, and usage of trade.
(b)
Course of performance prevails over course of dealing and usage of trade.
(c)
Course of dealing prevails over usage of trade.
(6)
Subject to s. 402.209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(7)
Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.
History:  2009 a. 320.
A single incident does not constitute a “course of dealing" within the meaning of this section. Maritime-Ontario Freight Lines, LTD. v. STI Holdings, Inc. 481 F. Supp. 2d 963 (2007).
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.304 - Obligation of good faith.

401.304
Obligation of good faith.
Every contract or duty within chs. 401 to 411 imposes an obligation of good faith in its performance and enforcement.
History:  2009 a. 320.
This section does not support an independent cause of action for failure to act in good faith under a contract. Hauer v. Union State Bank of Wautoma, 192 Wis. 2d 576, 532 N.W.2d 456 (Ct. App. 1995).
Good faith under the code. Eisenberg, 54 MLR 1.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.305 - Remedies to be liberally administered.

401.305
Remedies to be liberally administered.
(1)
The remedies provided by chs. 401 to 411 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 chs. 401 to 411 or by other rule of law.
(2)
Any right or obligation declared by chs. 401 to 411 is enforceable by action unless the provision declaring it specifies a different and limited effect.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.306 - Waiver or renunciation of claim or right after breach.

401.306
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.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.307 - Prima facie evidence by 3rd-party documents.

401.307
Prima facie evidence by 3rd-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 3rd party shall be prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the 3rd party.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.308 - Performance or acceptance under reservation of rights.

401.308
Performance or acceptance under reservation of rights.
(1)
A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice," “under protest," or the like are sufficient.
(2)
Subsection (1) does not apply to an accord and satisfaction.
History:  2009 a. 320.
This section does not apply to “full payment" checks. Three rules relating to consideration and accord and satisfaction are discussed. Flambeau Products v. Honeywell Systems, 116 Wis. 2d 95, 341 N.W.2d 655 (1984).
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.309 - Option to accelerate at will.

401.309
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.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 401 - Uniform commercial code — general provisions. › 401.310 - Subordinated obligations.

401.310
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.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.102 - Scope; certain security and other transactions excluded from this chapter.

402.102
Scope; certain security and other transactions excluded from this chapter.
Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this chapter impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.
A consignment that involves a delivery of goods to a merchant who has been induced to accept them by an agreement from the consignor that permits their return in lieu of payment if they are not resold is a security consignment governed by ch. 409, as contrasted to a true consignment. Clark Oil & Refining Co. v. Liddicoat, 65 Wis. 2d 612, 223 N.W.2d 530 (1974).
A mixed contract for goods and services is subject to this chapter if the predominant factor is a transaction of sale, with labor incidentally involved. Van Sistine v. Tollard, 95 Wis. 2d 678, 291 N.W.2d 636 (Ct. App. 1980).
A contract for development of computer software is primarily a service contract and is not subject to the Uniform Commercial Code. Micro-Managers, Inc. v. Gregory, 147 Wis. 2d 500, 434 N.W.2d 97 (Ct. App. 1988).
This chapter does not just apply to a sale as that term is defined in s. 402.106 (6), but to the more general aspect of commerce: “transactions in goods." The reach of Uniform Commercial Code (UCC) article 2, adopted as this chapter, goes considerably beyond the confines of the type of transaction that the UCC itself defines to be a sale, namely, the passing of title from a party called the seller to one denominated a buyer for a price. Estate of Kriefall v. Sizzler USA Franchise, Inc., 2011 WI App 101, 335 Wis. 2d 151, 801 N.W.2d 781, 09-1212.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.103 - Definitions and index of definitions.

402.103
Definitions and index of definitions.
(1)
In this chapter unless the context otherwise requires:
(a)
“Buyer" means a person who buys or contracts to buy goods.
(b)
“Good faith" in the case of a merchant means honesty in fact and the observance of reasonable commercial standards of fair dealing in the trade.
(c)
“Receipt" of goods means taking physical possession of them.
(d)
“Seller" means a person who sells or contracts to sell goods.
(2)
Other definitions applying to this chapter or to specified sections thereof, and the sections in which they appear are:
(a)
“Acceptance" — s. 402.606.
(b)
“Banker's credit" — s. 402.325.
(c)
“Between merchants" — s. 402.104.
(d)
“Cancellation" — s. 402.106 (1).
(e)
“Commercial unit" — s. 402.105.
(f)
“Confirmed credit" — s. 402.325.
(g)
“Conforming to contract" — s. 402.106.
(h)
“Contract for sale" — s. 402.106.
(i)
“Cover" — s. 402.712.
(j)
“Entrusting" — s. 402.403.
(k)
“Financing agency" — s. 402.104.
(L)
“Future goods" — s. 402.105.
(m)
“Goods" — s. 402.105.
(n)
“Identification" — s. 402.501.
(o)
“Installment contract" — s. 402.612.
(p)
“Letter of credit" — s. 402.325.
(q)
“Lot" — s. 402.105.
(r)
“Merchant" — s. 402.104.
(s)
“Overseas" — s. 402.323.
(t)
“Person in position of seller" — s. 402.707.
(u)
“Present sale" — s. 402.106.
(v)
“Sale" — s. 402.106.
(w)
“Sale on approval" — s. 402.326.
(x)
“Sale or return" — s. 402.326.
(y)
“Termination" — s. 402.106.
(3)
The following definitions in other chapters apply to this chapter:
(a)
“Check" — s. 403.104.
(b)
“Consignee" — s. 407.102.
(c)
“Consignor" — s. 407.102.
(d)
“Consumer goods" — s. 409.102.
(dm)
“Control" — s. 407.106.
(e)
“Dishonor" — s. 403.502.
(f)
“Draft" — s. 403.104.
(4)
In addition ch. 401 contains general definitions and principles of construction and interpretation applicable throughout this chapter.
History:  1983 a. 189 s. 329 (24); 1995 a. 449; 2001 a. 10; 2009 a. 322.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.104 - Definitions: “merchant"; “between merchants"; “financing agency".

402.104
Definitions: “merchant"; “between merchants"; “financing agency".
(1)
“Between merchants" means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.
(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 (s. 402.707).
(3)
“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.
History:  1983 a. 189; 1991 a. 316; 2009 a. 322.
Because the status of “merchant" under sub. (3) does not attach to the casual or inexperienced seller, whether a farmer is a merchant rests upon the individualized facts of the case. Harvest States Cooperatives v. Anderson, 217 Wis. 2d 154, 577 N.W.2d 381 (Ct. App. 1998), 97-2762.
A County As a Merchant Under the Uniform Commercial Code. Goldstein. 1980 WLR 194.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.105 - Definitions: transferability; “goods"; “future" goods; “lot"; “commercial unit".

402.105
Definitions: transferability; “goods"; “future" goods; “lot"; “commercial unit".
(1)
(a)
“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.
(b)
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.
(c)
“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 (ch. 408) 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 s. 402.107 on goods to be severed from realty.
(d)
“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.
(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.
History:  1983 a. 189.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.106 - Definitions: “contract"; “agreement"; “contract for sale"; “sale"; “present sale"; “conforming" to contract; “termination"; “cancellation".

402.106
Definitions: “contract"; “agreement"; “contract for sale"; “sale"; “present sale"; “conforming" to contract; “termination"; “cancellation".
In this chapter unless the context otherwise requires:
(1)
“Cancellation" occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination" except that the canceling party also retains any remedy for breach of the whole contract or any unperformed balance.
(2)
Goods or conduct including any part of a performance are “conforming" or conform to the contract when they are in accordance with the obligations under the contract.
(3)
“Contract" and “agreement" are limited to those relating to the present or future sale of goods.
(4)
“Contract for sale" includes both a present sale of goods and a contract to sell goods at a future time.
(5)
A “present sale" means a sale which is accomplished by the making of the contract.
(6)
A “sale" consists in the passing of title from the seller to the buyer for a price (s. 402.401).
(7)
“Termination" occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination" all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.
History:  1983 a. 189.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.107 - Goods to be severed from realty: recording.

402.107
Goods to be severed from realty: recording.
(1)
A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this chapter if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.
(2)
A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in sub. (1) or of timber to be cut is a contract for the sale of goods within this chapter whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.
(3)
The provisions of this section are subject to any 3rd-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 3rd parties of the buyer's rights under the contract for sale.
History:  1973 c. 215; 2005 a. 253.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.202 - Final written expression: parol or extrinsic evidence.

402.202
Final written expression: parol or extrinsic evidence.
Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:
(1)
By course of dealing or usage of trade (s. 401.303) or by course of performance (s. 402.208);
(2)
By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.
History:  2009 a. 320.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.204 - Formation in general.

402.204
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.
Even if the parties' writings do not constitute a contract, a contract may be found through the parties' conduct. Associated Milk Producers, Inc. v. Meadow Gold Dairies, Inc., 27 F.3d 268 (1994).
Shrinkwrap license agreements contained in computer software packages are enforceable unless their terms are objectionable on general contract grounds. ProCD, Inc. v. Zeidenberg, 86 F.3d 1447 (1996).
Offer and acceptance are defined more liberally under the Uniform Commercial Code than under Wisconsin common law. C.G. Schmidt, Inc. v. Permasteelisa North America, 825 F.3d 801 (2016).
Contract Formulation Under Article 2 of the Uniform Commercial Code. Edwards. 61 MLR 215 (1977).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.205 - Firm offers.

402.205
Firm offers.
An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed 3 months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.
Although a bid for pipe did not meet the “firm offer" requirement, the facts pleaded and relied upon by the contractor to support its claim and to which the supplier responded in entering its defense gave rise to the doctrine of promissory estoppel. Janke Construction Co. v. Vulcan Materials Co., 386 F. Supp. 687 (1974).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.206 - Offer and acceptance in formation of contract.

402.206
Offer and acceptance in formation of contract.
(1)
Unless otherwise unambiguously indicated by the language or circumstances:
(a)
An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b)
An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2)
Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
Offer and acceptance are defined more liberally under the Uniform Commercial Code than under Wisconsin common law. C.G. Schmidt, Inc. v. Permasteelisa North America, 825 F.3d 801 (2016).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.208 - Course of performance or practical construction.

402.208
Course of performance or practical construction.
(1)
Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance and opportunity for objection to it by the other, any course of performance accepted or acquiesced in without objection shall be relevant to determine the meaning of the agreement.
(2)
The express terms of the agreement and any such course of performance, as well as any course of dealing and usage of trade, shall be construed whenever reasonable as consistent with each other; but when such construction is unreasonable, express terms shall control course of performance and course of performance shall control both course of dealing and usage of trade (s. 401.303).
(3)
Subject to s. 402.209 on modification and waiver, such course of performance is relevant to show a waiver or modification of any term inconsistent with such course of performance.
History:  2009 a. 320.
The requirement of “conformity" does not subject the seller to performing the contract to the satisfaction of the buyer, but only to the terms of the contract. H.B. Fuller Co. v. Kinetic Systems, Inc., 932 F.2d 681 (1991).
A single occasion of conduct does not constitute a “course of performance" within the meaning of this section. Maritime-Ontario Freight Lines, LTD. v. STI Holdings, Inc., 481 F. Supp. 2d 963 (2007).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.209 - Modification, rescission and waiver.

402.209
Modification, rescission and waiver.
(1)
An agreement modifying a contract within this chapter needs no consideration to be binding.
(2)
A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.
(3)
The requirements of s. 402.201 must be satisfied if the contract as modified is within its provisions.
(4)
Although an attempt at modification or rescission does not satisfy the requirements of sub. (2) or (3) it can operate as a waiver.
(5)
A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
Not every contract for the sale of goods over $500, nor every modification thereof, strictly complies with the requirements of the statute of frauds, and it would be unreasonable to declare categorically all such contracts unenforceable. The Uniform Commercial Code and Wisconsin case law recognize exceptions to the statute of frauds, including waiver and performance. An attempt at modification contemplates a completed oral modification of a written contract that prohibits oral modification. The inquiry into whether there has been an attempt at modification sufficient to operate as a waiver of the statute of frauds is closely related to the inquiry to determine whether there was a valid oral modification. Royster-Clark, Inc. v. Olsen's Mill, Inc., 2006 WI 46, 290 Wis. 2d 264, 714 N.W.2d 530, 03-1534.
A dealership agreement is primarily for the sale of goods, making this section applicable. American Suzuki Motor Corp. v. Bill Kummer, Inc., 65 F.3d 1381 (1995).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.210 - Delegation of performance; assignment of rights.

402.210
Delegation of performance; assignment of rights.
(1)
A party may perform that party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.
(2)
Unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the other party by the contract, or impair materially the other party's chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of the assignor's entire obligation can be assigned despite agreement otherwise.
(3)
The creation, attachment, perfection, or enforcement of a security interest in the seller's interest under a contract is not a transfer that materially changes the duty of or increases materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of obtaining return performance within the purview of sub. (2) unless, and then only to the extent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective, but:
(a)
The seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer; and
(b)
A court having jurisdiction may grant other appropriate relief, including cancellation of the contract for sale or an injunction against enforcement of the security interest or consummation of the enforcement.
(4)
Unless the circumstances indicate the contrary a prohibition of assignment of “the contract" is to be construed as barring only the delegation to the assignee of the assignor's performance.
(5)
An assignment of “the contract" or of “all my rights under the contract" or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.
(6)
The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his or her rights against the assignor demand assurances from the assignee (s. 402.609).
History:  1991 a. 316; 2001 a. 10.
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.302 - Unconscionable contract or clause.

402.302
Unconscionable contract or clause.
(1)
If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.
(2)
When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.
Unconscionability requires an absence of meaningful choice on the part of one party, together with contract terms that are unreasonably favorable to the other. To find unconscionability requires a certain quantum of both procedural and substantive unconscionability. Procedural unconscionability bears on a meeting of the minds, while substantive unconscionability pertains to the reasonableness of the contract terms themselves. Deminsky v. Arlington Plastics Machinery, 2003 WI 15, 259 Wis. 2d 587, 657 N.W.2d 411, 01-0242.
Discussing the conspicuousness necessary for an effective warranty disclaimer. H.B. Fuller Co. v. Kinetic Systems, Inc., 932 F.2d 681 (1991).
2023 Wisconsin Statutes & Annotations › Chapter 402 - Uniform commercial code — sales. › 402.304 - Price payable in money, goods, realty, or otherwise.

402.304
Price payable in money, goods, realty, or otherwise.
(1)
The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which that party is to transfer.
(2)
Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller's obligations with reference to them are subject to this chapter, but not the transfer of the interest in realty or the transferor's obligations in connection therewith.
History:  1991 a. 316.