reglab/statecodes huggingface dataset:
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part II - Form, Formation and Readjustment of Contract › § 28:2–208. Course of performance or practical construction

§ 28:2–208. Course of performance or practical construction.
Repealed.
(Dec. 30, 1963, 77 Stat. 644, Pub. L. 88-243, § 1; Apr. 27, 2013, D.C. Law 19-299, § 3(d), 60 DCR 2634.)
Prior Codifications
1981 Ed., § 28:2-208.
1973 Ed., § 28:2-208.
Editor's Notes
For present law, see § 28:1-303.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
No such general provision but concept of this section recognized by terms such as “course of dealing“, ‘’the circumstances of the case,“ ‘’the conduct of the parties,“ etc., in Uniform Sales Act.
Purposes:
1. The parties themselves know best what they have meant by their words of agreement and their action under that agreement is the best indication of what that meaning was. This section thus rounds out the set of factors which determines the meaning of the “agreement” and therefore also of the “unless otherwise agreed” qualification to various provisions of this Article.
2. Under this section a course of performance is always relevant to determine the meaning of the agreement. Express mention of course of performance elsewhere in this Article carries no contrary implication when there is a failure to refer to it in other sections.
3. Where it is difficult to determine whether a particular act merely sheds light on the meaning of the agreement or represents a waiver of a term of the agreement, the preference is in favor of “waiver” whenever such construction, plus the application of the provisions on the reinstatement of rights waived (see Section 2-209), is needed to preserve the flexible character of commercial contracts and to prevent surprise or other hardship.
4. A single occasion of conduct does not fall within the language of this section but other sections such as the ones on silence after acceptance and failure to specify particular defects can affect the parties’ rights on a single occasion (see Sections 2-605 and 2-607).
Cross References:
Point 1: Section 1-201.
Point 2: Section 2-202.
Point 3: Sections 2-209, 2-601 and 2-607.
Point 4: Sections 2-605 and 2-607.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part III - General Obligation and Construction of Contract › § 28:2–301. General obligations of parties

§ 28:2–301. General obligations of parties.
The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
(Dec. 30, 1963, 77 Stat. 645, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-301.
1973 Ed., § 28:2-301.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Sections 11 and 41, Uniform Sales Act.
Changes:
Rewritten.
Purposes of Changes:
This section uses the term “obligation” in contrast to the term “duty” in order to provide for the “condition” aspects of delivery and payment insofar as they are not modified by other sections of this Article such as those on cure of tender. It thus replaces not only the general provisions of the Uniform Sales Act on the parties’ duties, but also the general provisions of that Act on the effect of conditions. In order to determine what is “in accordance with the contract” under this Article usage of trade, course of dealing and performance, and the general background of circumstances must be given due consideration in conjunction with the lay meaning of the words used to define the scope of the conditions and duties.
Cross References:
Section 1-106. See also Sections 1-205, 2-208, 2-209, 2-508, and 2-612.
Definitional Cross References:
“Buyer”. Section 2-103.
“Contract”. Section 1-201.
“Party”. Section 1-201.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part III - General Obligation and Construction of Contract › § 28:2–303. Allocation or division of risks

§ 28:2–303. Allocation or division of risks.
Where this article allocates a risk or a burden as between the parties “unless otherwise agreed”, the agreement may not only shift the allocation but may also divide the risk or burden.
(Dec. 30, 1963, 77 Stat. 645, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-303.
1973 Ed., § 28:2-303.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
1. This section is intended to make it clear that the parties may modify or allocate “unless otherwise agreed” risks or burdens imposed by this Article as they desire, always subject, of course, to the provisions on unconscionability.
Compare Section 1-102(4).
2. The risk or burden may be divided by the express terms of the agreement or by the attending circumstances, since under the definition of “agreement” in this Act the circumstances surrounding the transaction as well as the express language used by the parties enter into the meaning and substance of the agreement.
Cross References:
Point 1: Sections 1-102, 2-302.
Point 2: Section 1-201.
Definitional Cross References:
“Party”. Section 1-201.
“Agreement”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part III - General Obligation and Construction of Contract › § 28:2–304. Price payable in money, goods, realty, or otherwise

§ 28:2–304. Price payable in money, goods, realty, or otherwise.
(1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he is to transfer.
(2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller’s obligations with reference to them are subject to this article, but not the transfer of the interest in realty or the transferor’s obligations in connection therewith.
(Dec. 30, 1963, 77 Stat. 645, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-304.
1973 Ed., § 28:2-304.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Subsections (2) and (3) of Section 9, Uniform Sales Act.
Changes:
Rewritten.
Purposes of Changes:
1. This section corrects the phrasing of the Uniform Sales Act so as to avoid misconstruction and produce greater accuracy in commercial result. While it continues the essential intent and purpose of the Uniform Sales Act it rejects any purely verbalistic construction in disregard of the underlying reason of the provisions.
2. Under subsection (1) the provisions of this Article are applicable to transactions where the “price” of goods is payable in something other than money. This does not mean, however, that this whole Article applies automatically and in its entirety simply because an agreed transfer of title to goods is not a gift. The basic purposes and reasons of the Article must always be considered in determining the applicability of any of its provisions.
3. Subsection (2) lays down the general principle that when goods are to be exchanged for realty, the provisions of this Article apply only to those aspects of the transaction which concern the transfer of title to goods but do not affect the transfer of the realty since the detailed regulation of various particular contracts which fall outside the scope of this Article is left to the courts and other legislation. However, the complexities of these situations may be such that each must be analyzed in the light of the underlying reasons in order to determine the applicable principles. Local statutes dealing with realty are not to be lightly disregarded or altered by language of this Article. In contrast, this Article declares definite policies in regard to certain matters legitimately within its scope though concerned with real property situations, and in those instances the provisions of this Article control.
Cross References:
Point 1: Section 1-102.
Point 3: Sections 1-102, 1-103, 1-104 and 2-107.
Definitional Cross References:
“Goods”. Section 2-105.
“Money”. Section 1-201.
“Party”. Section 1-201.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part III - General Obligation and Construction of Contract › § 28:2–317. Cumulation and conflict of warranties express or implied

§ 28:2–317. Cumulation and conflict of warranties express or implied.
Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply:
(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.
(b) A sample from an existing bulk displaces inconsistent general language of description.
(c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.
(Dec. 30, 1963, 77 Stat. 649, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-317.
1973 Ed., § 28:2-317.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
On cumulation of warranties see Sections 14, 15, and 16, Uniform Sales Act.
Changes:
Completely rewritten into one section.
Purposes of Changes:
1. The present section rests on the basic policy of this Article that no warranty is created except by some conduct (either affirmative action or failure to disclose) on the part of the seller. Therefore, all warranties are made cumulative unless this construction of the contract is impossible or unreasonable.
This Article thus follows the general policy of the Uniform Sales Act except that in case of the sale of an article by its patent or trade name the elimination of the warranty of fitness depends solely on whether the buyer has relied on the seller’s skill and judgment; the use of the patent or trade name is but one factor in making this determination.
2. The rules of this section are designed to aid in determining the intention of the parties as to which of inconsistent warranties which have arisen from the circumstances of their transaction shall prevail. These rules of intention are to be applied only where factors making for an equitable estoppel of the seller do not exist and where he has in perfect good faith made warranties which later turn out to be inconsistent. To the extent that the seller has led the buyer to believe that all of the warranties can be performed, he is estopped from setting up any essential inconsistency as a defense.
3. The rules in subsections (a), (b) and (c) are designed to ascertain the intention of the parties by reference to the factor which probably claimed the attention of the parties in the first instance. These rules are not absolute but may be changed by evidence showing that the conditions which existed at the time of contracting make the construction called for by the section inconsistent or unreasonable.
Cross Reference:
Point 1: Section 2-315.
Definitional Cross Reference:
“Party”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part III - General Obligation and Construction of Contract › § 28:2–321. C.I.F. or C. & F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival

§ 28:2–321. C.I.F. or C. & F.: “net landed weights”; “payment on arrival”; warranty of condition on arrival.
Under a contract containing a term C.I.F. or C. & F.
(1) Where the price is based on or is to be adjusted according to “net landed weights”, “delivered weights”, “out turn” quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.
(2) An agreement described in subsection (1) or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.
(3) Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.
(Dec. 30, 1963, 77 Stat. 650, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-321.
1973 Ed., § 28:2-321.
Section References
This section is referenced in § 28:2-513.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
This section deals with two variations of the C.I.F. contract which have evolved in mercantile practice but are entirely consistent with the basis C.I.F. pattern. Subsections (1) and (2), which provide for a shift to the seller of the risk of quality and weight deterioration during shipment, are designed to conform the law to the best mercantile practice and usage without changing the legal consequences of the C.I.F. or C. & F. term as to the passing of marine risks to the buyer at the point of shipment. Subsection (3) provides that where under the contract documents are to be presented for payment after arrival of the goods, this amounts merely to a postponement of the payment under the C.I.F. contract and is not to be confused with the “no arrival, no sale“ contract. If the goods are lost, delivery of the documents and payment against them are due when the goods should have arrived. The clause for payment on or after arrival is not to be construed as such a condition precedent to payment that if the goods are lost in transit the buyer need never pay and the seller must bear the loss.
Cross Reference:
Section 2-324.
Definitional Cross References:
“Agreement”. Section 1-201.
“Contract”. Section 1-201.
“Delivery”. Section 1-201.
“Goods”. Section 2-105.
“Seller”. Section 2-103.
“Term”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part III - General Obligation and Construction of Contract › § 28:2–322. Delivery “ex-ship”

§ 28:2–322. Delivery “ex-ship”.
(1) Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.
(2) Under such a term unless otherwise agreed
(a) the seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and
(b) the risk of loss does not pass to the buyer until the goods leave the ship’s tackle or are otherwise properly unloaded.
(Dec. 30, 1963, 77 Stat. 651, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-322.
1973 Ed., § 28:2-322.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
1. The delivery term, “exship”, as between seller and buyer, is the reverse of the F.A.S. term covered.
2. Delivery need not be made from any particular vessel under a clause calling for delivery “exship”, even though a vessel on which shipment is to be made originally is named in the contract, unless the agreement by appropriate language restricts the clause to delivery from a named vessel.
3. The appropriate place and manner of unloading at the port of destination depend upon the nature of the goods and the facilities and usages of the port.
4. A contract fixing a price “ex ship” with payment “cash against documents” calls only for such documents as are appropriate to the contract. Tender of a delivery order and of a receipt for the freight after the arrival of the carrying vessel is adequate. The seller is not required to tender a bill of lading as a document of title nor is he required to insure the goods for the buyer’s benefit, as the goods are not at the buyer’s risk during the voyage.
Cross Reference:
Point 1: Section 2-319(2).
Definitional Cross References:
“Buyer”. Section 2-103.
“Goods”. Section 2-105.
“Seller”. Section 2-103.
“Term”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part III - General Obligation and Construction of Contract › § 28:2–325. “Letter of credit” term; “confirmed credit”

§ 28:2–325. “Letter of credit” term; “confirmed credit”.
(1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.
(2) The delivery to seller of a proper letter of credit suspends the buyer’s obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from him.
(3) Unless otherwise agreed the term “letter of credit” or “banker’s credit” in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term “confirmed credit” means that the credit must also carry the direct obligation of such an agency which does business in the seller’s financial market.
(Dec. 30, 1963, 77 Stat. 652, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-325.
1973 Ed., § 28:2-325.
Section References
This section is referenced in § 28:2-103.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
To express the established commercial and banking understanding as to the meaning and effects of terms calling for “letters of credit” or “confirmed credit”:
1. Subsection (2) follows the general policy of this Article and Article 3 ( Section 3-802) on conditional payment, under which payment by check or other short-term instrument is not ordinarily final as between the parties if the recipient duly presents the instrument and honor is refused. Thus the furnishing of a letter of credit does not substitute the financing agency’s obligation for the buyer’s, but the seller must first give the buyer reasonable notice of his intention to demand direct payment from him.
2. Subsection (3) requires that the credit be irrevocable and be a prime credit as determined by the standing of the issuer. It is not necessary, unless otherwise agreed, that the credit be a negotiation credit; the seller can finance himself by an assignment of the proceeds under Section 5-116(2).
3. The definition of “confirmed credit” is drawn on the supposition that the credit is issued by a bank which is not doing direct business in the seller’s financial market; there is no intention to require the obligation of two banks both local to the seller.
Cross References:
Sections 2-403, 2-511(3) and 3-802 and Article 5.
Definitional Cross References:
“Buyer”. Section 2-103.
“Contract for sale”. Section 2-106.
“Draft”. Section 3-104.
“Financing agency”. Section 2-104.
“Notifies”. Section 1-201.
“Overseas”. Section 2-323.
“Purchaser”. Section 1-201.
“Seasonably”. Section 1-204.
“Seller”. Section 2-103.
“Term”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part III - General Obligation and Construction of Contract › § 28:2–316.01. Limitation of exclusion or modification of warranties consumers

§ 28:2–316.01. Limitation of exclusion or modification of warranties consumers.
(1) The provisions of section 28:2-316 do not apply to the sale of consumer goods, as defined by section 28:9-109, services, or both.
(2) Any oral or written language used by a seller of consumer goods and services, which attempts to exclude or modify any implied warranties of merchantability or fitness for a particular purpose or to exclude or modify the consumer’s remedies for breach of those warranties, is unenforceable. However, such merchant may recover from the manufacturer any damages resulting from breach of the implied warranty of merchantability or fitness for a particular purpose.
(3) The provisions of subsection (2) do not apply to particular defects and limitations of consumer goods and services noted conspicuously in writing at the time of sale.
(4) Any oral or written language used by a manufacturer of consumer goods, which attempts to limit or modify a consumer’s remedies for breach of the manufacturer’s express warranties is unenforceable, unless the manufacturer provided reasonable and expeditious means of performing the warranty obligations.
(Mar. 16, 1982, D.C. Law 4-85, § 42, 29 DCR 309.)
Prior Codifications
1981 Ed., § 28:2-316.1.
Editor's Notes
Section 39(c) of D.C. Law 15-354 provided that the section designation of § 28-2-316.1 of the District of Columbia Official Code is redesignated as § 28-316.01.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part V - Performance › § 28:2–507. Effect of seller’s tender; delivery on condition

§ 28:2–507. Effect of seller’s tender; delivery on condition.
(1) Tender of delivery is a condition to the buyer’s duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.
(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.
(Dec. 30, 1963, 77 Stat. 657, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-507.
1973 Ed., § 28:2-507.
Section References
This section is referenced in § 28:2-505.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
See Sections 11, 41, 42 and 69, Uniform Sales Act.
Purposes:
1. Subsection (1) continues the policies of the prior uniform statutory provisions with respect to tender and delivery by the seller. Under this Article the same rules in these matters are applied to present sales and to contracts for sale. But the provisions of this subsection must be read within the framework of the other sections of this Article which bear upon the question of delivery and payment.
2. The “unless otherwise agreed” provision of subsection (1) is directed primarily to cases in which payment in advance has been promised or a letter of credit term has been included. Payment “according to the contract” contemplates immediate payment, payment at the end of an agreed credit term, payment by a time acceptance or the like. Under this Act, “contract” means the total obligation in law which results from the parties’ agreement including the effect of this Article. In this context, therefore, there must be considered the effect in law of such provisions as those on means and manner of payment and on failure of agreed means and manner of payment.
3. Subsection (2) deals with the effect of a conditional delivery by the seller and in such a situation makes the buyer’s “right as against the seller” conditional upon payment. These words are used as words of limitation to conform with the policy set forth in the bona fide purchase sections of this Article. Should the seller after making such a conditional delivery fail to follow up his rights, the condition is waived. The provision of this Article for a ten day limit within which the seller may reclaim goods delivered on credit to an insolvent buyer is also applicable here.
Cross References:
Point 1: Sections 2-310, 2-503, 2-511, 2-601 and 2-711 to 2-713.
Point 2: Sections 1-201, 2-511 and 2-614.
Point 3: Sections 2-401, 2-403, and 2-702(1)(b).
Definitional Cross References:
“Buyer”. Section 2-103.
“Contract”. Section 1-201.
“Delivery”. Section 1-201.
“Document of title”. Section 1-201.
“Goods”. Section 2-105.
“Rights”. Section 1-201.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part V - Performance › § 28:2–514. When documents deliverable on acceptance; when on payment

§ 28:2–514. When documents deliverable on acceptance; when on payment.
Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment; otherwise, only on payment.
(Dec. 30, 1963, 77 Stat. 659, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-514.
1973 Ed., § 28:2-514.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Section 41, Uniform Bills of Lading Act.
Changes:
Rewritten.
Purposes of Changes:
To make the provision one of general application so that:
1. It covers any document against which a draft may be drawn, whatever may be the form of the document, and applies to interpret the action of a seller or consignor insofar as it may affect the rights and duties of any buyer, consignee or financing agency concerned with the paper. Supplementary or corresponding provisions are found in Sections 4-503 and 5-112.
2. An “arrival” draft is a sight draft within the purpose of this section.
Cross References:
Point 1: See Sections 2-502, 2-505(2), 2-507(2), 2-512, 2-513, 2-607 concerning protection of rights of buyer and seller, and 4-503 and 5-113 on delivery of documents.
Definitional Cross References:
“Delivery”. Section 1-201.
“Draft”. Section 3-104.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VI - Breach, Repudiation and Excuse › § 28:2–604. Buyer’s options as to salvage of rightfully rejected goods

§ 28:2–604. Buyer’s options as to salvage of rightfully rejected goods.
Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller’s account or reship them to him or resell them for the seller’s account with reimbursement as provided in the preceding section. Such action is not acceptance or conversion.
(Dec. 30, 1963, 77 Stat. 660, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-604.
1973 Ed., § 28:2-604.
Section References
This section is referenced in § 28:2-602.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
The basic purpose of this section is twofold: on the one hand it aims at reducing the stake in dispute and on the other at avoiding the pinning of a technical “acceptance” on a buyer who has taken steps towards realization on or preservation of the goods in good faith. This section is essentially a salvage section and the buyer’s right to act under it is conditioned upon (1) non-conformity of the goods, (2) due notification of rejection to the seller under the section on manner of rejection, and (3) the absence of any instructions from the seller which the merchant-buyer has a duty to follow under the preceding section.
This section is designed to accord all reasonable leeway to a rightfully rejecting buyer acting in good faith. The listing of what the buyer may do in the absence of instructions from the seller is intended to be not exhaustive but merely illustrative. This is not a “merchant’s” section and the options are pure options given to merchant and nonmerchant buyers alike. The merchant-buyer, however, may in some instances be under a duty rather than an option to resell under the provisions of the preceding section.
Cross References:
Sections 2-602(1), and 2-603(1) and 2-706.
Definitional Cross References:
“Buyer”. Section 2-103.
“Notification”. Section 1-201.
“Reasonable time”. Section 1-204.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VI - Breach, Repudiation and Excuse › § 28:2–611. Retraction of anticipatory repudiation

§ 28:2–611. Retraction of anticipatory repudiation.
(1) Until the repudiating party’s next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers the repudiation final.
(2) Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this article (section 28:2-609).
(3) Retraction reinstates the repudiating party’s rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
(Dec. 30, 1963, 77 Stat. 662, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-611.
1973 Ed., § 28:2-611.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
To make it clear that:
1. The repudiating party’s right to reinstate the contract is entirely dependent upon the action taken by the aggrieved party. If the latter has cancelled the contract or materially changed his position at any time after the repudiation, there can be no retraction under this section.
2. Under subsection (2) an effective retraction must be accompanied by any assurances demanded under the section dealing with right to adequate assurance. A repudiation is of course sufficient to give reasonable ground for insecurity and to warrant a request for assurance as an essential condition of the retraction. However, after a timely and unambiguous expression of retraction, a reasonable time for the assurance to be worked out should be allowed by the aggrieved party before cancellation.
Cross Reference:
Point 2: Section 2-609.
Definitional Cross References:
“Aggrieved party”. Section 1-201.
“Cancellation”. Section 2-106.
“Contract”. Section 1-201.
“Party”. Section 1-201.
“Rights”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VI - Breach, Repudiation and Excuse › § 28:2–613. Casualty to identified goods

§ 28:2–613. Casualty to identified goods.
Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (section 28:2-324 ) then
(a) if the loss is total the contract is avoided; and
(b) if the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.
(Dec. 30, 1963, 77 Stat. 663, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-613.
1973 Ed., § 28:2-613.
Section References
This section is referenced in § 28:2-324.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Sections 7 and 8, Uniform Sales Act.
Changes:
Rewritten, the basic policy being continued but the test of a “divisible” or “indivisible” sale or contract being abandoned in favor of adjustment in business terms.
Purposes of Changes:
1. Where goods whose continued existence is presupposed by the agreement are destroyed without fault of either party, the buyer is relieved from his obligation but may at his option take the surviving goods at a fair adjustment. “Fault” is intended to include negligence and not merely wilful wrong. The buyer is expressly given the right to inspect the goods in order to determine whether he wishes to avoid the contract entirely or to take the goods with a price adjustment.
2. The section applies whether the goods were already destroyed at the time of contracting without the knowledge of either party or whether they are destroyed subsequently but before the risk of loss passes to the buyer. Where under the agreement, including of course usage of trade, the risk has passed to the buyer before the casualty, the section has no application. Beyond this, the essential question in determining whether the rules of this section are to be applied is whether the seller has or has not undertaken the responsibility for the continued existence of the goods in proper condition through the time of agreed or expected delivery.
3. The section on the term “no arrival, no sale” makes clear that delay in arrival, quite as much as physical change in the goods, gives the buyer the options set forth in this section.
Cross Reference:
Point 3: Section 2-324.
Definitional Cross References:
“Buyer”. Section 2-103.
“Conform”. Section 2-106.
“Contract”. Section 1-201.
“Fault”. Section 1-201.
“Goods”. Section 2-105.
“Party”. Section 1-201.
“Rights”. Section 1-201.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VI - Breach, Repudiation and Excuse › § 28:2–616. Procedure on notice claiming excuse

§ 28:2–616. Procedure on notice claiming excuse.
(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this article relating to breach of installment contracts (section 28:2-612), then also as to the whole,
(a) terminate and thereby discharge any unexecuted portion of the contract; or
(b) modify the contract by agreeing to take his available quota in substitution.
(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty days the contract lapses with respect to any deliveries affected.
(3) The provisions of this section may not be negated by agreement except in so far as the seller has assumed a greater obligation under the preceding section.
(Dec. 30, 1963, 77 Stat. 663, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-616.
1973 Ed., § 28:2-616.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
This section seeks to establish simple and workable machinery for providing certainty as to when a supervening and excusing contingency “excuses” the delay, “discharges” the contract, or may result in a waiver of the delay by the buyer. When the seller notifies, in accordance with the preceding section, claiming excuse, the buyer may acquiesce, in which case the contract is so modified. No consideration is necessary in a case of this kind to support such a modification. If the buyer does not elect so to modify the contract, he may terminate it and under subsection (2) his silence after receiving the seller’s claim of excuse operates as such a termination. Subsection (3) denies effect to any contract clause made in advance of trouble which would require the buyer to stand ready to take delivery whenever the seller is excused from delivery by unforeseen circumstances.
Cross References:
Point 1: Sections 2-209 and 2-615.
Definitional Cross References:
“Buyer”. Section 2-103.
“Contract”. Section 1-201.
“Installment contract”. Section 2-612.
“Notification”. Section 1-201.
“Reasonable time”. Section 1-204.
“Seller”. Section 2-103.
“Termination”. Section 2-106.
“Written”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–701. Remedies for breach of collateral contracts not impaired

§ 28:2–701. Remedies for breach of collateral contracts not impaired.
Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article.
(Dec. 30, 1963, 77 Stat. 664, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-701.
1973 Ed., § 28:2-701.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
None.
Purposes:
Whether a claim for breach of an obligation collateral to the contract for sale requires separate trial to avoid confusion of issues is beyond the scope of this Article; but contractual arrangements which as a business matter enter vitally into the contract should be considered a part thereof in so far as cross-claims or defenses are concerned.
Definitional Cross References:
“Contract for sale”. Section 2-106.
“Remedy”. Section 1-201.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–703. Seller’s remedies in general

§ 28:2–703. Seller’s remedies in general.
Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (section 28:2-612 ), then also with respect to the whole undelivered balance, the aggrieved seller may
(a) withhold delivery of such goods;
(b) stop delivery by any bailee as hereafter provided (section 28:2-705);
(c) proceed under the next section respecting goods still unidentified to the contract;
(d) resell and recover damages as hereafter provided (section 28:2-706);
(e) recover damages for non-acceptance (section 28:2-708) or in a proper case the price (section 28:2-709);
(f) cancel.
(Dec. 30, 1963, 77 Stat. 664, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-703.
1973 Ed., § 28:2-703.
Section References
This section is referenced in § 28:2-602, § 28:2-610, and § 28:2-706.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
No comparable index section. See Section 53, Uniform Sales Act.
Purposes:
1. This section is an index section which gathers together in one convenient place all of the various remedies open to a seller for any breach by the buyer. This Article rejects any doctrine of election of remedy as a fundamental policy and thus the remedies are essentially cumulative in nature and include all of the available remedies for breach. Whether the pursuit of one remedy bars another depends entirely on the facts of the individual case.
2. The buyer’s breach which occasions the use of the remedies under this section may involve only one lot or delivery of goods, or may involve all of the goods which are the subject matter of the particular contract. The right of the seller to pursue a remedy as to all the goods when the breach is as to only one or more lots is covered by the section on breach in installment contracts. The present section deals only with the remedies available after the goods involved in the breach have been determined by that section.
3. In addition to the typical case of refusal to pay or default in payment, the language in the preamble, “fails to make a payment due,“ is intended to cover the dishonor of a check on due presentment, or the non-acceptance of a draft, and the failure to furnish an agreed letter of credit.
4. It should also be noted that this Act requires its remedies to be liberally administered and provides that any right or obligation which it declares is enforceable by action unless a different effect is specifically prescribed ( Section 1-106).
Cross References:
Point 2: Section 2-612.
Point 3: Section 2-325.
Point 4: Section 1-106.
Definitional Cross References:
“Aggrieved party”. Section 1-201.
“Buyer”. Section 2-103.
“Cancellation”. Section 2-106.
“Contract”. Section 1-201.
“Goods”. Section 2-105.
“Remedy”. Section 1-201.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–704. Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods

§ 28:2–704. Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods.
(1) An aggrieved seller under the preceding section may
(a) identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;
(b) treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.
(2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.
(Dec. 30, 1963, 77 Stat. 665, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-704.
1973 Ed., § 28:2-704.
Section References
This section is referenced in § 28:2-610.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Sections 63(3) and 64(4), Uniform Sales Act.
Changes:
Rewritten, the seller’s rights being broadened.
Purposes of Changes:
1. This section gives an aggrieved seller the right at the time of breach to identify to the contract any conforming finished goods, regardless of their resalability, and to use reasonable judgment as to completing unfinished goods. It thus makes the goods available for resale under the resale section, the seller’s primary remedy, and in the special case in which resale is not practicable, allows the action for the price which would then be necessary to give the seller the value of his contract.
2. Under this Article the seller is given express power to complete manufacture or procurement of goods for the contract unless the exercise of reasonable commercial judgment as to the facts as they appear at the time he learns of the breach makes it clear that such action will result in a material increase in damages. The burden is on the buyer to show the commercially unreasonable nature of the seller’s action in completing manufacture.
Cross References:
Sections 2-703 and 2-706.
Definitional Cross References:
“Aggrieved party”. Section 1-201.
“Conforming”. Section 2-106.
“Contract”. Section 1-201.
“Goods”. Section 2-105.
“Rights”. Section 1-201.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–707. “Person in the position of a seller”

§ 28:2–707. “Person in the position of a seller”.
(1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.
(2) A person in the position of a seller may as provided in this article withhold or stop delivery (section 28:2-705) and resell (section 28:2-706) and recover incidental damages (section 28:2-710).
(Dec. 30, 1963, 77 Stat. 666, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-707.
1973 Ed., § 28:2-707.
Section References
This section is referenced in § 28:2-103, § 28:2-104, and § 28:2-706.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
Section 52(2), Uniform Sales Act.
Changes:
Rewritten.
Purposes of Changes:
To make it clear that:
In addition to following in general the prior uniform statutory provision, the case of a financing agency which has acquired documents by honoring a letter of credit for the buyer or by discounting a draft for the seller has been included in the term “a person in the position of a seller.”
Cross Reference:
Article 5, Section 2-506.
Definitional Cross References:
“Consignee”. Section 7-102.
“Consignor”. Section 7-102.
“Goods”. Section 2-105.
“Security interest”. Section 1-201.
“Seller”. Section 2-103.
2023 District of Columbia Code › Title 28 - Commercial Instruments and Transactions. [Enacted title] › Subtitle I - Uniform Commercial Code › Article 2 - Sales › Part VII - Remedies › § 28:2–710. Seller’s incidental damages

§ 28:2–710. Seller’s incidental damages.
Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.
(Dec. 30, 1963, 77 Stat. 667, Pub. L. 88-243, § 1.)
Prior Codifications
1981 Ed., § 28:2-710.
1973 Ed., § 28:2-710.
Section References
This section is referenced in § 28:2-706, § 28:2-707, and § 28:2-708.
Uniform Commercial Code Comment
Prior Uniform Statutory Provision:
See Sections 64 and 70, Uniform Sales Act.
Purposes:
To authorize reimbursement of the seller for expenses reasonably incurred by him as a result of the buyer’s breach. The section sets forth the principal normal and necessary additional elements of damage flowing from the breach but intends to allow all commercially reasonable expenditures made by the seller.
Definitional Cross References:
“Aggrieved party”. Section 1-201.
“Buyer”. Section 2-103.
“Goods”. Section 2-105.
“Seller”. Section 2-103.