§ 47-1-305. Remedies to Be Liberally Administered
The remedies provided by Chapters 1 9 of this title must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in Chapters […]
§ 47-1-306. Waiver or Renunciation of Claim or Right After Breach
A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.
§ 47-1-307. Prima Facie Evidence by Third-Party Documents
A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts […]
§ 47-1-308. Performance or Acceptance Under Reservation of Rights
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. Subsection (a) does not apply to an accord and satisfaction.
§ 47-1-309. Option to Accelerate at Will
A term providing that one (1) party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure”, or words of similar import, means that the party has power to do so only if that party in good faith believes […]
§ 47-1-310. Subordinated Obligations
An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor […]
§ 47-1-303. Course of Performance, Course of Dealing, and Usage of Trade
A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and The other party, with knowledge of the nature of the performance and opportunity for objection to it, […]
§ 47-1-304. Obligation of Good Faith
Every contract or duty within Chapters 1 9 of this title imposes an obligation of good faith in its performance and enforcement.
§ 47-1-201. General Definitions
Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in Chapters 2 9 of this title that apply to particular chapters or parts thereof, have the meanings stated. Subject to definitions contained in Chapters 2 9 of this title that apply to particular chapters or parts […]
§ 47-1-202. Notice — Knowledge
Subject to subsection (f), a person has “notice” of a fact if the person: Has actual knowledge of it; Has received a notice or notification of it; or From all the facts and circumstances known to the person at the time in question, has reason to know that it exists. “Knowledge” means actual knowledge. “Knows” […]