Colorado Revised Statutes 2024
TITLE 4 - UNIFORM COMMERCIAL CODE
ARTICLE 1 - GENERAL PROVISIONS (C.R.S. 4-1-101 et seq.)
Source: Office of Legislative Legal Services, Colorado General Assembly
Certified CRS 2024, Title 4 PDF (crs2024-title-04.pdf); Article 1 extracted.
Retrieved 2026-07-10.
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Colorado Revised Statutes 2024
TITLE 4
UNIFORM COMMERCIAL CODE
Cross references: For offenses relating to this title, see part 5 of article 5 of title 18.
ARTICLE 1
General Provisions
Editor's note: This article was numbered as article 1 of chapter 155, C.R.S. 1963. The
provisions of this article were repealed and reenacted in 2006, resulting in the addition,
relocation, and elimination of sections as well as subject matter. For amendments to this article
prior to 2006, consult the Colorado statutory research explanatory note and the table itemizing
the replacement volumes and supplements to the original volume of C.R.S. 1973 beginning on
page vii in the front of this volume. Former C.R.S. section numbers are shown in editor's notes
following those sections that were relocated.
Law reviews: For article, "Commercial Law", which discusses Tenth Circuit decisions
dealing with commercial law, see 61 Den. L.J. 205 (1984); for article, "Commercial Law", which
discusses Tenth Circuit decisions dealing with commercial law, see 62 Den. U. L. Rev. 79
(1985); for article, "Commercial and Corporate Law" which discusses Tenth Circuit decisions
dealing with commercial law, see 64 Den. U. L. Rev. 165 (1987); for comment, "Bad Faith
Lenders", see 60 U. Colo. L. Rev. 417 (1989); for a discussion of Tenth Circuit decisions dealing
with commercial law, see 67 Den. U. L. Rev. 649 (1990).
PART 1
GENERAL PROVISIONS
4-1-101.  Short titles. (a)  This title shall be known and may be cited as the "Uniform
Commercial Code".
(b)  This article shall be known and may be cited as the "Uniform Commercial Code -
General Provisions".
Source: L. 2006: Entire article R&RE, p. 457, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-101 as it existed prior to 2006.
4-1-102.  Scope of article. This article applies to a transaction to the extent that it is
governed by any other article of this title.
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Source: L. 2006: Entire article R&RE, p. 457, § 1, effective September 1.
4-1-103.  Construction of act to promote its purposes and policies - applicability of
supplemental principles of law. (a)  This title shall be liberally construed and applied to
promote its underlying purposes and policies, which are:
(1)  To simplify, clarify, and modernize the law governing commercial transactions;
(2)  To permit the continued expansion of commercial practices through custom, usage,
and agreement of the parties; and
(3)  To make uniform the law among the various jurisdictions.
(b)  Unless displaced by the particular provisions of this title, the principles of law and
equity, including the law merchant and the law relative to capacity to contract, principal and
agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other
validating or invalidating cause shall supplement its provisions.
Source: L. 2006: Entire article R&RE, p. 457, § 1, effective September 1.
Editor's note: This section is similar to former §§ 4-1-102 (1) and (2) and 4-1-103 as
they existed prior to 2006.
4-1-104.  Construction against implied repeal. This title being a general act intended as
a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by
subsequent legislation if such construction can reasonably be avoided.
Source: L. 2006: Entire article R&RE, p. 458, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-104 as it existed prior to 2006.
4-1-105.  Severability. If any provision or clause of this title or application thereof to any
person or circumstances is held invalid, such invalidity does not affect other provisions or
applications of this title that can be given effect without the invalid provision or application, and
to this end the provisions of this title are declared to be severable.
Source: L. 2006: Entire article R&RE, p. 458, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-108 as it existed prior to 2006.
4-1-106.  Use of singular and plural - gender. In this title, unless the statutory context
otherwise requires:
(1)  Words in the singular number include the plural, and those in the plural include the
singular; and
(2)  Words of any gender also refer to any other gender.
Source: L. 2006: Entire article R&RE, p. 458, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-102 (5) as it existed prior to 2006.
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4-1-107.  Captions. Section captions are part of this title.
Source: L. 2006: Entire article R&RE, p. 458, § 1, effective September 1.
PART 2
GENERAL DEFINITIONS AND PRINCIPLES
OF INTERPRETATION
4-1-201.  General definitions. (a)  Unless the context otherwise requires, words or
phrases defined in this section, or in the additional definitions contained in other articles of this
title that apply to particular articles or parts thereof, have the meanings stated.
(b)  Subject to definitions contained in other articles of this title 4 that apply to particular
articles or parts of this title 4:
(1)  "Action", in the sense of a judicial proceeding, includes recoupment, counterclaim,
set-off, suit in equity, and any other proceeding in which rights are determined.
(2)  "Aggrieved party" means a party entitled to pursue a remedy.
(3)  "Agreement" means the bargain of the parties in fact, as found in their language or
inferred from other circumstances, including course of performance, course of dealing, or usage
of trade as provided in section 4-1-303. (Compare "contract".)
(3.5)  "Authenticate" means:
(A)  To sign; or
(B)  With the intent to sign a record, otherwise to execute or adopt an electronic symbol,
sound, message, or process referring to, attached to, included in, or logically associated or linked
with, that record.
(4)  "Bank" means a person engaged in the business of banking and includes a savings
bank, savings and loan association, credit union, and trust company.
(5)  "Bearer" means a person in control of a negotiable electronic document of title or a
person in possession of a negotiable instrument, negotiable tangible document of title, or
certificated security that is payable to bearer or indorsed in blank.
(6)  "Bill of lading" means a document of title evidencing the receipt of goods for
shipment issued by a person engaged in the business of directly or indirectly transporting or
forwarding goods. The term does not include a warehouse receipt.
(7)  "Branch" includes a separately incorporated foreign branch of a bank.
(8)  "Burden of establishing" a fact means the burden of persuading the trier of fact that
the existence of the fact is more probable than its nonexistence.
(9)  "Buyer in ordinary course of business" means a person that buys goods in good faith,
without knowledge that the sale violates the rights of another person in the goods, and in the
ordinary course from a person, other than a pawnbroker, in the business of selling goods of that
kind. A person buys goods in the ordinary course if the sale to the person comports with the
usual or customary practices in the kind of business in which the seller is engaged or with the
seller's own usual or customary practices. A person that sells oil, gas, or other minerals at the
wellhead or minehead is a person in the business of selling goods of that kind. A buyer in
ordinary course of business may buy for cash, by exchange of other property, or on secured or
unsecured credit, and may acquire goods or documents of title under a preexisting contract for
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sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the
seller under article 2 of this title may be a buyer in ordinary course of business. A person that
acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money
debt is not a buyer in ordinary course of business.
(10)  "Conspicuous", with reference to a term, means so written, displayed, or presented
that a reasonable person against which it is to operate ought to have noticed it. Whether a term is
"conspicuous" or not is a decision for the court.
(10.5)  "Consumer" means an individual who enters into a transaction primarily for
personal, family, or household purposes.
(11)  "Contract" means the total legal obligation that results from the parties' agreement
as determined by this title as supplemented by any other applicable laws. (Compare
"agreement".)
(12)  "Creditor" includes a general creditor, a secured creditor, a lien creditor, and any
representative of creditors, including an assignee for the benefit of creditors, a trustee in
bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor's or
assignor's estate.
(13)  "Defendant" includes a person in the position of defendant in a counterclaim or
third-party claim.
(14)  "Delivery", with respect to an electronic document of title, means voluntary transfer
of control; and with respect to an instrument, a tangible document of title, or an authoritative
tangible copy of a record evidencing chattel paper, means voluntary transfer of possession.
(15)  "Document of title" means a record (i) that in the regular course of business or
financing is treated as adequately evidencing that the person in possession or control of the
record is entitled to receive, control, hold, and dispose of the record and the goods the record
covers and (ii) that purports to be issued by or addressed to a bailee and to cover goods in the
bailee's possession which are either identified or are fungible portions of an identified mass. The
term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse
receipt, and order for delivery of goods. An electronic document of title means a document of
title evidenced by a record consisting of information stored in an electronic medium. A tangible
document of title means a document of title evidenced by a record consisting of information that
is inscribed on a tangible medium.
(15.5)  "Electronic" means relating to technology having electrical, digital, magnetic,
wireless, optical, electromagnetic, or similar capabilities.
(16)  "Fault" means a wrongful act, omission, breach, or default.
(17)  "Fungible goods" means either:
(A)  Goods of which any unit, by nature or usage of trade, is the equivalent of any other
like unit; or
(B)  Goods that by agreement are treated as equivalent.
(18)  "Genuine" means free of forgery or counterfeiting.
(19)  "Good faith", except as provided in article 5 of this title, means honesty in fact and
the observance of reasonable commercial standards of fair dealing.
(20)  "Holder" means:
(A)  The person in possession of a negotiable instrument that is payable either to bearer
or to an identified person that is the person in possession;
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(B)  The person in possession of a negotiable tangible document of title if the goods are
deliverable either to bearer or to the order of the person in possession; or
(C)  The person in control, other than pursuant to section 4-7-106 (g), of a negotiable
electronic document of title.
(21)  "Insolvency proceeding" includes an assignment for the benefit of creditors or other
proceeding intended to liquidate or rehabilitate the estate of the person involved.
(22)  An "insolvent" person is a person that:
(A)  Has generally ceased to pay debts in the ordinary course of business other than as a
result of a bona fide dispute as to the debts;
(B)  Is unable to pay debts as they become due; or
(C)  Is insolvent within the meaning of federal bankruptcy law.
(23)  "Money" means a medium of exchange that is currently authorized or adopted by a
domestic or foreign government and that is not in an electronic form. The term includes a
monetary unit of account established by an intergovernmental organization or by agreement
between two or more countries.
(24)  "Organization" means a person other than an individual.
(25)  "Party", as distinct from a "third party", means a person that has engaged in a
transaction or made an agreement subject to this title.
(26)  "Person" means an individual, corporation, business trust, estate, trust, partnership,
limited liability company, association, joint venture, government, government subdivision,
agency, or instrumentality, or any other legal or commercial entity. The term includes a
protected series, however denominated, of an entity if the protected series is established under
the laws of another state that:
(A)  Limits, or limits if conditions specified under the law are satisfied, the ability of a
creditor of the entity or of any other protected series of the entity to satisfy a claim from assets of
the protected series; and
(B)  Treats the protected series as an entity.
(27)  "Present value" means the amount as of a date certain of one or more sums payable
in the future, discounted to the date certain by use of either an interest rate specified by the
parties if that rate is not manifestly unreasonable at the time the transaction is entered into or, if
an interest rate is not so specified, a commercially reasonable rate that takes into account the
facts and circumstances at the time the transaction is entered into.
(28)  "Presumption" or "presumed" means that the trier of fact must find the existence of
the fact presumed unless and until evidence is introduced that would support a finding of its
nonexistence.
(29)  "Purchase" means taking by sale, lease, discount, negotiation, mortgage, pledge,
lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest
in property.
(30)  "Purchaser" means a person that takes by purchase.
(31)  "Record" means information that is inscribed on a tangible medium or that is stored
in an electronic or other medium and is retrievable in perceivable form.
(32)  "Remedy" means any remedial right to which an aggrieved party is entitled, with or
without resort to a tribunal.
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(33)  "Representative" means any person empowered to act for another, including an
agent, an officer of a corporation or association, and a trustee, executor, or administrator of an
estate.
(34)  "Right" includes remedy.
(35)  "Security interest" means an interest in personal property or fixtures that secures
payment or performance of an obligation. The term also includes any interest of a consignor and
a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction
that is subject to article 9 of this title. The special property interest of a buyer of goods on
identification of those goods to a contract for sale under section 4-2-401 is not a "security
interest", but a buyer may also acquire a "security interest" by complying with article 9 of this
title. Except as otherwise provided in section 4-2-505, the right of a seller or lessor of goods
under article 2 or 2.5 of this title to retain or acquire possession of the goods is not a "security
interest", but a seller or lessor may also acquire a "security interest" by complying with article 9
of this title. The retention or reservation of title by a seller of goods notwithstanding shipment or
delivery to the buyer (section 4-2-401) is limited in effect to a reservation of a "security interest".
Whether a transaction in the form of a lease creates a "security interest" is determined pursuant
to section 4-1-203.
(36)  "Send", in connection with a record or notification, means to:
(A)  Deposit in the mail, deliver for transmission, or transmit by any other usual means of
communication with postage or cost of transmission provided for, addressed to any address
reasonable under the circumstances; or
(B)  Cause the record or notification to be received within the time it would have been
received if properly sent under subsection (b)(36)(A) of this section.
(37) (A)  "Sign" means, with present intent to authenticate or adopt a record:
(i)  Execute or adopt a tangible symbol; or
(ii)  Attach to or logically associate with the record an electronic symbol, sound, or
process.
(B)  "Signed", "signing", and "signature" have corresponding meanings.
(38)  "State" means a state of the United States, the District of Columbia, Puerto Rico,
the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction
of the United States.
(39)  "Surety" includes a guarantor or other secondary obligor.
(40)  "Term" means a portion of an agreement that relates to a particular matter.
(41)  "Unauthorized signature" means a signature made without actual, implied, or
apparent authority. The term includes a forgery.
(42)  "Warehouse receipt" means a document of title issued by a person engaged in the
business of storing goods for hire.
(43)  "Writing" includes printing, typewriting, or any other intentional reduction to
tangible form. "Written" has a corresponding meaning.
Source: L. 2006: Entire article R&RE, p. 458, § 1, effective September 1. L. 2007:
(b)(5), (b)(15), (b)(20)(A), and (b)(20)(C) amended, p. 374, § 26, effective August 3. L. 2023:
IP(b), (b)(10), (b)(14), (b)(20)(C), (b)(23), (b)(26), (b)(36), and (b)(37) amended and (b)(15.5)
added, (SB 23-090), ch. 136, p. 524, § 1 effective August 7.
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Editor's note: This section is similar to former § 4-1-201 as it existed prior to 2006.
Cross references: For offenses relating to security interest, see §§ 18-5-504, 18-5-505,
and 18-5-511.
4-1-202.  Notice - knowledge. (a)  Subject to subsection (f) of this section, a person has
"notice" of a fact if the person:
(1)  Has actual knowledge of it;
(2)  Has received a notice or notification of it; or
(3)  From all the facts and circumstances known to the person at the time in question, has
reason to know that it exists.
(b)  "Knowledge" means actual knowledge.
(c)  "Discover", "learn", or words of similar import refer to knowledge rather than to
notice.
(d)  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.
(e)  Subject to subsection (f) of this section, a person "receives" a notice or notification
when:
(1)  It comes to that person's attention; or
(2)  It is duly delivered in a form reasonable under the circumstances at the place of
business through which the contract was made or at another location held out by that person as
the place for receipt of such communications.
(f)  Notice, knowledge, or a notice or notification received by an organization is effective
for a particular transaction from the time it is brought to the attention of the individual
conducting that transaction and, in any event, from the time it would have been brought to the
individual's attention if the organization had exercised due diligence. An organization exercises
due diligence if it maintains reasonable routines for communicating significant information to
the person conducting the transaction and there is reasonable compliance with the routines. Due
diligence does not require an individual acting for the organization to communicate information
unless the communication is part of the individual's regular duties or the individual has reason to
know of the transaction and that the transaction would be materially affected by the information.
Source: L. 2006: Entire article R&RE, p. 463, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-201 (25) to (27) as it existed prior
to 2006.
4-1-203.  Lease distinguished from security interest. (a)  Whether a transaction in the
form of a lease creates a lease or security interest is determined by the facts of each case.
(b)  A transaction in the form of a lease creates a security interest if the consideration that
the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for
the term of the lease and is not subject to termination by the lessee, and:
(1)  The original term of the lease is equal to or greater than the remaining economic life
of the goods;
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(2)  The lessee is bound to renew the lease for the remaining economic life of the goods
or is bound to become the owner of the goods;
(3)  The lessee has an option to renew the lease for the remaining economic life of the
goods for no additional consideration or for nominal additional consideration upon compliance
with the lease agreement; or
(4)  The lessee has an option to become the owner of the goods for no additional
consideration or for nominal additional consideration upon compliance with the lease agreement.
(c)  A transaction in the form of a lease does not create a security interest merely
because:
(1)  The present value of the consideration the lessee is obligated to pay the lessor for the
right to possession and use of the goods is substantially equal to or is greater than the fair market
value of the goods at the time the lease is entered into;
(2)  The lessee assumes risk of loss of the goods;
(3)  The lessee agrees to pay taxes, insurance, filing, recording, or registration fees, or
service or maintenance costs, with respect to the goods;
(4)  The lessee has an option to renew the lease or to become the owner of the goods;
(5)  The lessee has an option to renew the lease for a fixed rent that is equal to or greater
than the reasonably predictable fair market rent for the use of the goods for the term of the
renewal at the time the option is to be performed; or
(6)  The lessee has an option to become the owner of the goods for a fixed price that is
equal to or greater than the reasonably predictable fair market value of the goods at the time the
option is to be performed.
(d)  Additional consideration is nominal if it is less than the lessee's reasonably
predictable cost of performing under the lease agreement if the option is not exercised.
Additional consideration is not nominal if:
(1)  When the option to renew the lease is granted to the lessee, the rent is stated to be the
fair market rent for the use of the goods for the term of the renewal determined at the time the
option is to be performed; or
(2)  When the option to become the owner of the goods is granted to the lessee, the price
is stated to be the fair market value of the goods determined at the time the option is to be
performed.
(e)  The "remaining economic life of the goods" and "reasonably predictable" fair market
rent, fair market value, or cost of performing under the lease agreement shall be determined with
reference to the facts and circumstances at the time the transaction is entered into.
Source: L. 2006: Entire article R&RE, p. 464, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-201 (37) as it existed prior to 2006.
4-1-204.  Value. Except as otherwise provided in articles 3, 4, 5, 6, and 12 of this title 4,
a person gives value for rights if the person acquires them:
(1)  In return for a binding commitment to extend credit or for the extension of
immediately available credit, whether or not drawn upon and whether or not a charge-back is
provided for in the event of difficulties in collection;
(2)  As security for, or in total or partial satisfaction of, a preexisting claim;
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(3)  By accepting delivery under a preexisting contract for purchase; or
(4)  In return for any consideration sufficient to support a simple contract.
Source: L. 2006: Entire article R&RE, p. 465, § 1, effective September 1. L. 2023: IP
amended, (SB 23-090), ch. 136, p. 526, § 2, effective August 7.
Editor's note: This section is similar to former § 4-1-201 (44) as it existed prior to 2006.
4-1-205.  Reasonable time - seasonableness. (a)  Whether a time for taking an action
required by this title is reasonable depends on the nature, purpose, and circumstances of the
action.
(b)  An action is taken seasonably if it is taken at or within the time agreed or, if no time
is agreed, at or within a reasonable time.
Source: L. 2006: Entire article R&RE, p. 466, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-204 (2) and (3) as it existed prior to
2006.
PART 3
TERRITORIAL APPLICABILITY
AND GENERAL RULES
4-1-301.  Territorial applicability - parties' power to choose applicable law. (a) 
Except as otherwise provided in this section, when a transaction bears a reasonable relation to
this state and also to another state or nation the parties may agree that the law either of this state
or of such other state or nation shall govern their rights and duties.
(b)  In the absence of an agreement effective under subsection (a) of this section, and
except as provided in subsection (c) of this section, the "Uniform Commercial Code" applies to
transactions bearing an appropriate relation to this state.
(c)  If one of the following provisions of the "Uniform Commercial Code" specifies the
applicable law, that provision governs and a contrary agreement is effective only to the extent
permitted by the law so specified:
(1)  Section 4-2-402;
(2)  Sections 4-2.5-105 and 4-2.5-106;
(3)  Section 4-4-102;
(4)  Section 4-4.5-507;
(5)  Section 4-5-116;
(6)  (Reserved)
(7)  Section 4-8-110;
(8)  Sections 4-9-301 to 4-9-307;
(9)  Section 4-12-107.
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Source: L. 2006: Entire article R&RE, p. 466, § 1, effective September 1. L. 2023:
(c)(9) added, (SB 23-090), ch. 136, p. 526, § 3, effective August 7.
Editor's note: This section is similar to former § 4-1-105 as it existed prior to 2006.
4-1-302.  Variation by agreement. (a)  Except as otherwise provided in subsection (b)
of this section or elsewhere in this title, the effect of provisions of this title may be varied by
agreement.
(b)  The obligations of good faith, diligence, reasonableness, and care prescribed by this
title may not be disclaimed by agreement. The parties, by agreement, may determine the
standards by which the performance of those obligations is to be measured if those standards are
not manifestly unreasonable. Whenever this title requires any action to be taken within a
reasonable time, any time that is not manifestly unreasonable may be fixed by agreement.
(c)  The presence in certain provisions of this title of the phrase "unless otherwise
agreed", or words of similar import, does not imply that the effect of other provisions may not be
varied by agreement under this section.
Source: L. 2006: Entire article R&RE, p. 466, § 1, effective September 1.
Editor's note: This section is similar to former §§ 4-1-102 (3) and (4) and 4-1-204 (1) as
they existed prior to 2006.
4-1-303.  Course of performance, course of dealing, and usage of trade. (a)  A
"course of performance" is a sequence of conduct between the parties to a particular transaction
that exists if:
(1)  The agreement of the parties with respect to the transaction involves repeated
occasions for performance by a party; and
(2)  The other party, with knowledge of the nature of the performance and opportunity for
objection to it, accepts the performance or acquiesces in it without objection.
(b)  A "course of dealing" is a sequence of conduct concerning previous transactions
between the parties to a particular transaction that is fairly to be regarded as establishing a
common basis of understanding for interpreting their expressions and other conduct.
(c)  A "usage of trade" is any practice or method of dealing having such regularity of
observance in a place, vocation, or trade as to justify an expectation that it will be observed with
respect to the transaction in question. The existence and scope of such a usage 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.
(d)  A course of performance or course of dealing between the parties, or usage of trade
in the vocation or trade in which they are engaged or of which they are or should be aware, is
relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to
specific terms of the agreement, and may supplement or qualify the terms of the agreement. A
usage of trade applicable in the place in which part of the performance under the agreement is to
occur may be so utilized as to that part of the performance.
(e)  Except as otherwise provided in subsection (f) of this section, the express terms of an
agreement and any applicable course of performance, course of dealing, or usage of trade shall
Colorado Revised Statutes 2024 Page 10 of  368 Uncertified Printout
be construed whenever reasonable as consistent with each other. If such a construction is
unreasonable:
(1)  Express terms prevail over course of performance, course of dealing, and usage of
trade;
(2)  Course of performance prevails over course of dealing and usage of trade; and
(3)  Course of dealing prevails over usage of trade.
(f)  Subject to section 4-2-209, a course of performance is relevant to show a waiver or
modification of any term inconsistent with the course of performance.
(g)  Evidence of a relevant usage of trade offered by one party is not admissible unless
that party has given the other party notice that the court finds sufficient to prevent unfair surprise
to the other party.
Source: L. 2006: Entire article R&RE, p. 467, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-205 as it existed prior to 2006.
4-1-304.  Obligation of good faith. Every contract or duty within this title imposes an
obligation of good faith in its performance and enforcement.
Source: L. 2006: Entire article R&RE, p. 468, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-203 as it existed prior to 2006.
4-1-305.  Remedies to be liberally administered. (a)  The remedies provided by this
title must be liberally administered to the end that the aggrieved party may be put in as good a
position as if the other party had fully performed but neither consequential or special damages
nor penal damages may be had except as specifically provided in this title or by other rule of
law.
(b)  Any right or obligation declared by this title is enforceable by action unless the
provision declaring it specifies a different and limited effect.
Source: L. 2006: Entire article R&RE, p. 468, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-106 as it existed prior to 2006.
4-1-306.  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 a signed record.
Source: L. 2006: Entire article R&RE, p. 468, § 1, effective September 1. L. 2023:
Entire section amended, (SB 23-090), ch. 136, p. 526, § 4, effective August 7.
Editor's note: This section is similar to former § 4-1-107 as it existed prior to 2006.
Colorado Revised Statutes 2024 Page 11 of  368 Uncertified Printout
4-1-307.  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 shall be prima facie evidence of its own authenticity and
genuineness and of the facts stated in the document by the third party.
Source: L. 2006: Entire article R&RE, p. 468, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-202 as it existed prior to 2006.
4-1-308.  Performance or acceptance under reservation of rights. (a)  A party that
with explicit reservation of rights performs or promises performance or assents to performance
in a manner demanded or offered by the other party does not thereby prejudice the rights
reserved. Such words as "without prejudice", "under protest", or the like are sufficient.
(b)  Subsection (a) of this section does not apply to an accord and satisfaction.
Source: L. 2006: Entire article R&RE, p. 468, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-207 as it existed prior to 2006.
4-1-309.  Option to accelerate at will. A term providing that one party or that party's
successor in interest may accelerate payment or performance or require collateral or additional
collateral "at will" or when the party "deems itself insecure", or words of similar import, means
that the party has power to do so only if that party in good faith believes that the prospect of
payment or performance is impaired. The burden of establishing lack of good faith is on the
party against which the power has been exercised.
Source: L. 2006: Entire article R&RE, p. 469, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-208 as it existed prior to 2006.
4-1-310.  Subordinated obligations. An obligation may be issued as subordinated to
performance of another obligation of the person obligated, or a creditor may subordinate its right
to performance of an obligation by agreement with either the person obligated or another
creditor of the person obligated. Subordination does not create a security interest as against
either the common debtor or a subordinated creditor.
Source: L. 2006: Entire article R&RE, p. 469, § 1, effective September 1.
Editor's note: This section is similar to former § 4-1-209 as it existed prior to 2006.