IOWA CODE CHAPTER 554 - UNIFORM COMMERCIAL CODE - ARTICLE 1 (GENERAL PROVISIONS)
Source: Iowa Legislature, https://www.legis.iowa.gov/docs/code/554.pdf
Retrieved: 2026-07-10
Extracted from official chapter PDF (Article 1 body, sections 554.1101 et seq.)
================================================================================

13
UNIFORM
COMMERCIAL
CODE,
Ch
554
554.13509
Lessee’s
rights
on
improper
delivery
—
rightful
rejection.
554.13510
Installment
lease
contracts
—
rejection
and
default.
554.13511
Merchant
lessee’s
duties
as
to
rightfully
rejected
goods.
554.13512
Lessee’s
duties
as
to
rightfully
rejected
goods.
554.13513
Cure
by
lessor
of
improper
tender
or
delivery
—
replacement.
554.13514
W
aiver
of
lessee’s
objections.
554.13515
Acceptance
of
goods.
554.13516
Effect
of
acceptance
of
goods
—
notice
of
default
—
burden
of
establishing
default
after
acceptance
—
notice
of
claim
or
litigation
to
person
answerable
over
.
554.13517
Revocation
of
acceptance
of
goods.
554.13518
Cover
—
substitute
goods.
554.13519
Lessee’s
damages
for
nondelivery
,
repudiation,
default,
and
breach
of
warranty
in
regard
to
accepted
goods.
554.13520
Lessee’s
incidental
and
consequential
damages.
554.13521
Lessee’s
right
to
specific
performance
or
replevin.
554.13522
Lessee’s
right
to
goods
on
lessor
’s
insolvency
.
SUBP
ART
C
DEF
A
UL
T
B
Y
LESSEE
554.13523
Lessor
’s
remedies.
554.13524
Lessor
’s
right
to
identify
goods
to
lease
contract.
554.13525
Lessor
’s
right
to
possession
of
goods.
554.13526
Lessor
’s
stoppage
of
delivery
in
transit
or
otherwise.
554.13527
Lessor
’s
rights
to
dispose
of
goods.
554.13528
Lessor
’s
damages
for
nonacceptance,
failure
to
pay
,
repudiation,
or
other
default.
554.13529
Lessor
’s
action
for
the
rent.
554.13530
Lessor
’s
incidental
damages.
554.13531
Standing
to
sue
third
parties
for
injury
to
goods.
554.13532
Lessor
’s
rights
to
residual
interest.
ARTICLE
14
CONTROLLABLE
ELECTRONIC
RECORDS
554.14101
Short
title.
554.14102
Definitions.
554.14103
Relation
to
Article
9
and
consumer
laws.
554.14104
Rights
in
controllable
account,
controllable
electronic
record,
and
controllable
payment
intangible.
554.14105
Control
of
controllable
electronic
record.
554.14106
Discharge
of
account
debtor
on
controllable
account
or
controllable
payment
intangible.
554.14107
Governing
law
.
554.14108
Applicability
.
Repealed
by
its
own
terms;
2024
Acts,
ch
1023,
§8
.
554.14109
Savings
clause.
Repealed
by
its
own
terms;
2024
Acts,
ch
1023,
§9
.
ARTICLE
15
TRANSITIONAL
PRO
VISIONS
FOR
UNIFORM
COMMERCIAL
CODE
AMENDMENTS
(2022)
P
ART
1
GENERAL
PRO
VISIONS
AND
DEFINITIONS
554.15101
Short
title.
554.15102
Definitions.
P
ART
2
GENERAL
TRANSITIONAL
PRO
VISION
554.15201
Saving
clause.
P
ART
3
TRANSITIONAL
PRO
VISIONS
FOR
ARTICLES
9
AND
14
554.15301
Saving
clause.
554.15302
Security
interest
perfected
before
July
1,
2024.
554.15303
Security
interest
unperfected
before
July
1,
2024.
554.15304
Effectiveness
of
actions
taken
before
July
1,
2024.
554.15305
P
riority
.
554.15306
P
riority
of
claims
when
priority
rules
of
Article
9
do
not
apply
.
ARTICLE
1
GENERAL
PRO
VISIONS
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

§554.1101,
UNIFORM
COMMERCIAL
CODE
14
Referred
to
in
§554.2103
,
554.3103
,
554.4104
,
554.5102
,
554.7102
,
554.8102
,
554.9102
,
554.12105
,
554.13103
,
554.14102
,
554.15102
P
ART
1
GENERAL
PRO
VISIONS
554.1101
Short
titles.
1.
This
chapter
may
be
cited
as
the
Uniform
Commercial
Code.
2.
This
Article
may
be
cited
as
Uniform
Commercial
Code
—
General
P
rovisions.
[C66,
71,
73,
75,
77,
79,
81,
§554.1101
]
2007
Acts,
ch
41,
§1
554.1102
Scope
of
Article.
This
Article
applies
to
a
transaction
to
the
extent
that
it
is
governed
by
another
Article
of
this
chapter
.
2007
Acts,
ch
41,
§2,
57
554.1103
Constr
uction
of
this
chapter
to
promote
its
purposes
and
policies
—
applicability
of
supplemental
principles
of
law
.
1.
This
chapter
must
be
liberally
construed
and
applied
to
promote
its
underlying
purposes
and
policies,
which
are:
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;
and
c.
to
make
uniform
the
law
among
the
various
jurisdictions.
2.
Unless
displaced
by
the
particular
provisions
of
this
chapter
,
the
principles
of
law
and
equity
,
including
the
law
merchant
and
the
law
relative
to
capacity
to
contract,
principal
and
agent,
estoppel,
fraud,
misrepresentation,
duress,
coercion,
mistake,
bankruptcy
,
and
other
validating
or
invalidating
cause
supplement
its
provisions.
[S13,
§3060-a196,
3138-a56,
-b50;
C24,
27,
31,
35,
39,
§
8295,
9657,
9716,
9931,
10002;
C46,
§487.52,
541.197,
542.56,
554.2,
554.74;
C50,
54,
58,
62,
§487.52,
493A
.18,
541.197,
542.56,
554.2,
554.74;
C66,
71,
73,
75,
77,
79,
81,
§554.1103
]
2007
Acts,
ch
41,
§3
554.1104
Constr
uction
against
implied
repeal.
This
chapter
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.
[C66,
71,
73,
75,
77,
79,
81,
§554.1104
]
2007
Acts,
ch
41,
§4
554.1105
Severability
.
If
any
provision
or
clause
of
this
chapter
or
its
application
to
any
person
or
circumstance
is
held
invalid,
the
invalidity
does
not
affect
other
provisions
or
applications
of
this
chapter
which
can
be
given
effect
without
the
invalid
provision
or
application,
and
to
this
end
the
provisions
of
this
chapter
are
severable.
[C66,
71,
73,
75,
77,
79,
81,
§554.1108
]
2007
Acts,
ch
41,
§9,
48
CS2007,
§554.1105
554.1106
Use
of
singular
and
plural
—
gender
.
In
this
chapter
,
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
.
2007
Acts,
ch
41,
§7,
57
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

15
UNIFORM
COMMERCIAL
CODE,
§554.1201
554.1107
Section
captions.
Section
captions
are
parts
of
this
chapter
.
[C66,
71,
73,
75,
77,
79,
81,
§554.1109
]
2007
Acts,
ch
41,
§49
CS2007,
§554.1107
Referred
to
in
§3.3
554.1108
Relation
to
Electronic
Signatures
in
Global
and
National
Commerce
Act.
This
Article
modifies,
limits,
and
supersedes
the
federal
Electronic
Signatures
in
Global
and
National
Commerce
Act,
15
U.S.C.
§7001
et
seq.,
except
that
nothing
in
this
Article
modifies,
limits,
or
supersedes
§7001(c)
of
that
Act
or
authorizes
electronic
delivery
of
any
of
the
notices
described
in
§7003(b)
of
that
Act.
2007
Acts,
ch
41,
§10,
57
554.1109
Reserved.
554.1110
Rules
for
filing
and
inde
xing.
The
secretary
of
state
shall
make
and
promulgate
rules
for
all
filing
and
indexing
pursuant
to
this
chapter
and
chapter
554B
including
but
not
limited
to
rules
on
whether
statements
and
documents
shall
be
indexed
in
real
estate
records.
[C71,
73,
75,
77,
79,
81,
§554.1110
]
2014
Acts,
ch
1026,
§117
P
ART
2
GENERAL
DEFINITIONS
AND
PRINCIPLES
OF
INTERPRET
A
TION
554.1201
General
definitions.
1.
Unless
the
context
otherwise
requires,
words
or
phrases
defined
in
this
section
,
or
in
the
additional
definitions
contained
in
other
Articles
of
this
chapter
that
apply
to
particular
Articles
or
parts
thereof,
have
the
meanings
stated.
2.
Subject
to
definitions
contained
in
other
Articles
of
this
chapter
that
apply
to
particular
Articles
or
parts
thereof:
a.
“
Action
”
in
the
sense
of
a
judicial
proceeding,
includes
recoupment,
counterclaim,
setoff,
suit
in
equity
,
and
any
other
proceedings
in
which
rights
are
determined.
b.
“
Aggrieved
party
”
means
a
party
entitled
to
pursue
a
remedy
.
c.
“
Agreement”
,
as
distinguished
from
“contract”,
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
554.1303
.
d.
“Bank”
means
a
person
engaged
in
the
business
of
banking
and
includes
a
savings
bank,
savings
and
loan
association,
credit
union,
and
trust
company
.
e.
“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.
f
.
“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.
g.
“Branch”
includes
a
separately
incorporated
foreign
branch
of
a
bank.
h.
“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.
i.
“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
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

§554.1201,
UNIFORM
COMMERCIAL
CODE
16
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
sale.
Only
a
buyer
that
takes
possession
of
the
goods
or
has
a
right
to
recover
the
goods
from
the
seller
under
Article
2
may
be
a
buyer
in
ordinary
course
of
business.
“Buyer
in
ordinary
course
of
business”
does
not
include
a
person
that
acquires
goods
in
a
transfer
in
bulk
or
as
security
for
or
in
total
or
partial
satisfaction
of
a
money
debt.
0j.
“Central
bank
digital
currency
”
means
a
digital
currency
,
a
digital
medium
of
exchange,
or
a
digital
monetary
unit
of
account
issued
by
the
United
States
federal
reserve
system,
a
federal
agency
,
a
foreign
government,
a
foreign
central
bank,
or
a
foreign
reserve
system,
that
is
made
directly
available
to
a
consumer
by
such
entities.
The
term
includes
a
digital
currency
,
a
digital
medium
of
exchange,
or
a
digital
monetary
unit
of
account
issued
by
the
United
States
federal
reserve
system,
a
federal
agency
,
a
foreign
government,
a
foreign
central
bank,
or
a
foreign
reserve
system,
that
is
processed
or
validated
directly
by
such
entities.
j.
“Conspicuous”
,
with
reference
to
a
term,
means
so
written,
displayed,
or
presented
that,
based
on
the
totality
of
the
circumstances,
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.
k.
“Consumer”
means
an
individual
who
enters
into
a
transaction
primarily
for
personal,
family
,
or
household
purposes.
l.
“Contract”
,
as
distinguished
from
“agreement”,
means
the
total
legal
obligation
that
results
from
the
parties’
agreement
as
determined
by
this
chapter
as
supplemented
by
any
other
applicable
laws.
m.
“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.
n.
“Defendant”
includes
a
person
in
the
position
of
defendant
in
a
counterclaim,
cross-claim,
or
third-party
claim.
o
.
“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.
p.
“Document
of
title”
means
a
record
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
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.
q.
“Electronic”
means
relating
to
technology
having
electrical,
digital,
magnetic,
wireless,
optical,
electromagnetic,
or
similar
capabilities.
r
.
“F
ault”
means
a
default,
breach,
or
wrongful
act
or
omission.
s.
“F
ungible
goods”
means:
(1)
goods
of
which
any
unit,
by
nature
or
usage
of
trade,
is
the
equivalent
of
any
other
like
unit;
or
(2)
goods
that
by
agreement
are
treated
as
equivalent.
t.
“Genuine”
means
free
of
forgery
or
counterfeiting.
u.
“Good
faith”
,
except
as
otherwise
provided
in
Article
5
,
means
honesty
in
fact
and
the
observance
of
reasonable
commercial
standards
of
fair
dealing.
v
.
“Holder”
means:
(1)
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;
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

17
UNIFORM
COMMERCIAL
CODE,
§554.1201
(2)
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
(3)
the
person
in
control,
other
than
pursuant
to
section
554.7106,
subsection
7
,
of
a
negotiable
electronic
document
of
title.
w
.
“Insolvency
proceeding”
includes
any
assignment
for
the
benefit
of
creditors
or
other
proceeding
intended
to
liquidate
or
rehabilitate
the
estate
of
the
person
involved.
x.
“Insolvent”
means:
(1)
having
generally
ceased
to
pay
debts
in
the
ordinary
course
of
business
other
than
as
a
result
of
a
bona
fide
dispute;
(2)
being
unable
to
pay
debts
as
they
become
due;
or
(3)
being
insolvent
within
the
meaning
of
federal
bankruptcy
law
.
y
.
“Money
”
means
a
medium
of
exchange
that
is
currently
authorized
or
adopted
by
a
domestic
or
foreign
government.
The
term
includes
a
monetary
unit
of
account
established
by
an
intergovernmental
organization,
or
pursuant
to
an
agreement
between
two
or
more
countries.
The
term
does
not
include
an
electronic
record
that
is
a
medium
of
exchange
recorded
and
transferable
in
a
system
that
existed
and
operated
for
the
medium
of
exchange
before
the
medium
of
exchange
was
authorized
or
adopted
by
the
government.
The
term
also
does
not
include
a
central
bank
digital
currency
.
z.
“Organization
”
means
a
person
other
than
an
individual.
aa.
“P
arty
”
,
as
distinguished
from
“third
party
”,
means
a
person
that
has
engaged
in
a
transaction
or
made
an
agreement
subject
to
this
chapter
.
ab.
“P
erson
”
means
an
individual,
corporation,
business
trust,
estate,
trust,
partnership,
limited
liability
company
,
association,
joint
venture,
government,
governmental
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
law
other
than
this
chapter
that
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.
ac.
“P
resent
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
.
ad.
“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
.
ae.
“Purchaser”
means
a
person
who
takes
by
purchase.
af
.
“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.
ag.
“Remedy
”
means
any
remedial
right
to
which
an
aggrieved
party
is
entitled
with
or
without
resort
to
a
tribunal.
ah.
“Representative”
means
a
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.
ai.
“Right”
includes
remedy
.
aj.
“Security
interest”
means
an
interest
in
personal
property
or
fixtures
which
secures
payment
or
performance
of
an
obligation.
“Security
interest”
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
.
“Security
interest”
does
not
include
the
special
property
interest
of
a
buyer
of
goods
on
identification
of
those
goods
to
a
contract
for
sale
under
section
554.2401
,
but
a
buyer
may
also
acquire
a
“security
interest”
by
complying
with
Article
9
.
Except
as
otherwise
provided
in
section
554.2505
,
the
right
of
a
seller
or
lessor
of
goods
under
Article
2
or
13
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
.
The
retention
or
reservation
of
title
by
a
seller
of
goods
notwithstanding
shipment
or
delivery
to
the
buyer
under
section
554.2401
is
limited
in
effect
to
a
reservation
of
a
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

§554.1201,
UNIFORM
COMMERCIAL
CODE
18
“security
interest”
.
Whether
a
transaction
in
the
form
of
a
lease
creates
a
“security
interest”
is
determined
pursuant
to
section
554.1203
.
ak.
“Send”
in
connection
with
a
record
or
notification
means:
(1)
to
deposit
in
the
mail,
deliver
for
transmission,
or
transmit
by
any
other
usual
means
of
communication,
with
postage
or
cost
of
transmission
provided
for
,
and
addressed
to
any
address
reasonable
under
the
circumstances;
or
(2)
to
cause
the
record
or
notification
to
be
received
within
the
time
it
would
have
been
received
if
properly
sent
under
subparagraph
(1).
al.
(1)
“Sign
”
means,
with
present
intent
to
authenticate
or
adopt
a
record:
(a)
to
execute
or
adopt
a
tangible
symbol;
or
(b)
to
attach
to
or
logically
associate
with
the
record
an
electronic
symbol,
sound,
or
process.
(2)
“Signed”
,
“signing”
,
and
“signature”
have
corresponding
meanings.
am.
“State”
means
a
state
of
the
United
States,
the
District
of
Columbia,
Puerto
Rico
,
the
United
States
V
irgin
Islands,
or
any
territory
or
insular
possession
subject
to
the
jurisdiction
of
the
United
States.
an.
“Surety
”
includes
a
guarantor
or
other
secondary
obligor
.
ao
.
“
T
erm”
means
that
portion
of
an
agreement
that
relates
to
a
particular
matter
.
ap.
“Unauthorized
signature”
means
a
signature
made
without
actual,
implied,
or
apparent
authority
.
The
term
includes
a
forgery
.
aq.
“
W
arehouse
receipt”
means
a
document
of
title
issued
by
a
person
engaged
in
the
business
of
storing
goods
for
hire.
ar
.
“
W
riting”
includes
printing,
typewriting,
or
any
other
intentional
reduction
to
tangible
form.
“
W
ritten
”
has
a
corresponding
meaning.
[S13,
§1889-a,
3060-a6,
-a25,
-a27,
-a56,
-a191,
3138-a1,
-a58,
-b,
-b52;
C24,
27,
31,
35,
39,
§
8245,
8297,
9266,
9466,
9485
–
9487,
9516,
9652,
9661,
9718,
9932,
9934,
9935,
10000,
10005;
C46,
50,
54,
58,
62,
§487.1,
487.54,
528.61,
541.6,
541.25
–
541.27,
541.56,
541.192,
542.1,
542.58,
554.3,
554.6,
554.7,
554.72,
554.77;
C50,
54,
58,
62,
§493A
.22;
C58,
62,
§539.12;
C66,
71,
73,
75,
77,
79,
81,
§554.1201
]
89
Acts,
ch
113,
§54
;
94
Acts,
ch
1052,
§3
;
94
Acts,
ch
1167,
§6,
122
;
2000
Acts,
ch
1149,
§138,
139,
187
;
2007
Acts,
ch
30,
§45
–
47
;
2007
Acts,
ch
41,
§11,
43,
44
;
2007
Acts,
ch
215,
§262
;
2013
Acts,
ch
30,
§261
;
2014
Acts,
ch
1026,
§118
;
2018
Acts,
ch
1041,
§108,
109
;
2022
Acts,
ch
1117,
§10,
11
;
2024
Acts,
ch
1023,
§10,
11
Referred
to
in
§123A
.2
,
537.3603
,
554.3103
,
554.9102
,
554.12105
,
554.13103
,
554D.118
554.1202
Notice
—
knowledge.
1.
Subject
to
subsection
6
,
a
person
has
“
notice”
of
a
fact
if
the
person:
a.
has
actual
knowledge
of
it;
b.
has
received
a
notice
or
notification
of
it;
or
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.
“Knows”
has
a
corresponding
meaning.
3.
“Discover”
,
“learn
”
,
or
words
of
similar
import
refer
to
knowledge
rather
than
to
reason
to
know
.
4.
A
person
“
notifies”
or
“gives”
a
notice
or
notification
to
another
person
by
taking
such
steps
as
may
be
reasonably
required
to
inform
the
other
person
in
ordinary
course,
whether
or
not
the
other
person
actually
comes
to
know
of
it.
5.
Subject
to
subsection
6
,
a
person
“receives”
a
notice
or
notification
when:
a.
it
comes
to
that
person
’s
attention;
or
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
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

19
UNIFORM
COMMERCIAL
CODE,
§554.1203
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.
2007
Acts,
ch
41,
§13,
57
Referred
to
in
§554.12106
554.1203
Lease
distinguished
from
security
interest.
1.
Whether
a
transaction
in
the
form
of
a
lease
creates
a
lease
or
security
interest
is
determined
by
the
facts
of
each
case.
2.
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:
a.
the
original
term
of
the
lease
is
equal
to
or
greater
than
the
remaining
economic
life
of
the
goods;
b.
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;
c.
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
d.
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.
3.
A
transaction
in
the
form
of
a
lease
does
not
create
a
security
interest
merely
because:
a.
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
;
b.
the
lessee
assumes
risk
of
loss
of
the
goods;
c.
the
lessee
agrees
to
pay
,
with
respect
to
the
goods,
taxes,
insurance,
filing,
recording,
or
registration
fees,
or
service
or
maintenance
costs;
d.
the
lessee
has
an
option
to
renew
the
lease
or
to
become
the
owner
of
the
goods;
e.
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
f
.
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.
4.
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:
a.
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
b.
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.
5.
The
“remaining
economic
life
of
the
goods”
and
“reasonably
predictable”
fair
market
rent,
fair
market
value,
or
cost
of
performing
under
the
lease
agreement
must
be
determined
with
reference
to
the
facts
and
circumstances
at
the
time
the
transaction
is
entered
into
.
2007
Acts,
ch
41,
§14,
57
Referred
to
in
§554.1201
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

§554.1204,
UNIFORM
COMMERCIAL
CODE
20
554.1204
V
alue.
Except
as
otherwise
provided
in
Articles
3
,
4
,
5
,
and
14
,
a
person
gives
value
for
rights
if
the
person
acquires
them:
1.
in
return
for
a
binding
commitment
to
extend
credit
or
for
the
extension
of
immediately
available
credit,
whether
or
not
drawn
upon
and
whether
or
not
a
charge-back
is
provided
for
in
the
event
of
difficulties
in
collection;
2.
as
security
for
,
or
in
total
or
partial
satisfaction
of,
a
preexisting
claim;
3.
by
accepting
delivery
under
a
preexisting
contract
for
purchase;
or
4.
in
return
for
any
consideration
sufficient
to
support
a
simple
contract.
2007
Acts,
ch
41,
§16,
57
;
2022
Acts,
ch
1117,
§12
554.1205
Reasonable
time
—
seasonableness.
1.
Whether
a
time
for
taking
an
action
required
by
this
chapter
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.
[S13,
§3060-a193;
C24,
27,
31,
35,
39,
§
9654,
9972;
C46,
50,
54,
58,
62,
§541.194,
554.44;
C66,
71,
73,
75,
77,
79,
81,
§554.1204
]
2007
Acts,
ch
41,
§15,
52
CS2007,
§554.1205
554.1206
P
resumptions.
Whenever
this
chapter
creates
a
“presumption
”
with
respect
to
a
fact,
or
provides
that
a
fact
is
“presumed”
,
the
trier
of
fact
must
find
the
existence
of
the
fact
unless
and
until
evidence
is
introduced
that
supports
a
finding
of
its
nonexistence.
2007
Acts,
ch
41,
§18,
57
P
ART
3
TERRITORIAL
APPLICABILITY
AND
GENERAL
RULES
554.1301
T
erritorial
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
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.
2.
In
the
absence
of
an
agreement
effective
under
subsection
1
,
and
except
as
provided
in
subsection
3
,
this
chapter
applies
to
transactions
bearing
an
appropriate
relation
to
this
state.
3.
If
one
of
the
following
provisions
of
this
chapter
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
554.2402
;
b.
Section
554.4102
;
c.
Section
554.5116
;
d.
Section
554.8110
;
e.
Sections
554.9301
through
554.9307
;
f
.
Section
554.12507
;
g.
Sections
554.13105
and
554.13106
;
h.
Section
554.14107
.
[C66,
71,
73,
75,
77,
79,
81,
§554.1105
]
92
Acts,
ch
1146,
§39
;
94
Acts,
ch
1052,
§2
;
94
Acts,
ch
1121,
§3
;
96
Acts,
ch
1026,
§19
;
96
Acts,
ch
1138,
§5,
84
;
2000
Acts,
ch
1149,
§137,
187
;
2007
Acts,
ch
41,
§5,
45
CS2007,
§554.1301
2024
Acts,
ch
1023,
§12,
13
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

21
UNIFORM
COMMERCIAL
CODE,
§554.1303
554.1302
V
ariation
by
agreement.
1.
Except
as
otherwise
provided
in
subsection
2
or
elsewhere
in
this
chapter
,
the
effect
of
provisions
of
this
chapter
may
be
varied
by
agreement.
2.
The
obligations
of
good
faith,
diligence,
reasonableness,
and
care
prescribed
by
this
chapter
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
chapter
requires
an
action
to
be
taken
within
a
reasonable
time,
a
time
that
is
not
manifestly
unreasonable
may
be
fixed
by
agreement.
3.
The
presence
in
certain
provisions
of
this
chapter
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
.
2007
Acts,
ch
41,
§22
Referred
to
in
§554.5103
,
554.12204
,
554.13518
,
554.13519
,
554.13527
,
554.13528
554.1303
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:
a.
the
agreement
of
the
parties
with
respect
to
the
transaction
involves
repeated
occasions
for
performance
by
a
party;
and
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
must
be
proved
as
facts.
If
it
is
established
that
such
a
usage
is
embodied
in
a
trade
code
or
similar
record,
the
interpretation
of
the
record
is
a
question
of
law
.
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
subsection
6
,
the
express
terms
of
an
agreement
and
any
applicable
course
of
dealing,
or
usage
of
trade
must
be
construed
wherever
reasonable
as
consistent
with
each
other
.
If
such
a
construction
is
unreasonable:
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;
and
c.
course
of
dealing
prevails
over
usage
of
trade.
6.
Subject
to
section
554.2209
,
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
.
[C24,
27,
31,
35,
39,
§
9938,
9944,
9947,
10000;
C46,
50,
54,
58,
62,
§554.10,
554.16,
554.19,
554.72;
C66,
71,
73,
75,
77,
79,
81,
§554.1205
]
2007
Acts,
ch
41,
§17,
53
CS2007,
§554.1303
Referred
to
in
§554.1201
,
554.2202
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)

§554.1304,
UNIFORM
COMMERCIAL
CODE
22
554.1304
Obligation
of
good
faith.
Every
contract
or
duty
within
this
chapter
imposes
an
obligation
of
good
faith
in
its
performance
or
enforcement.
[C66,
71,
73,
75,
77,
79,
81,
§554.1203
]
2007
Acts,
ch
41,
§51
CS2007,
§554.1304
554.1305
Remedies
to
be
liberally
administered.
1.
The
remedies
provided
by
this
chapter
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
chapter
or
by
other
rule
of
law
.
2.
Any
right
or
obligation
declared
by
this
chapter
is
enforceable
by
action
unless
the
provision
declaring
it
specifies
a
different
and
limited
effect.
[C24,
27,
31,
35,
39,
§
10001;
C46,
50,
54,
58,
62,
§554.73;
C66,
71,
73,
75,
77,
79,
81,
§554.1106
]
2007
Acts,
ch
41,
§6,
46
CS2007,
§554.1305
Referred
to
in
§554.13501
554.1306
W
aiver
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.
[S13,
§3060-a118,
-a122;
SS15,
§3060-a120;
C24,
27,
31,
35,
39,
§
9579,
9581,
9583;
C46,
50,
54,
58,
62,
§541.119,
541.121,
541.123;
C66,
71,
73,
75,
77,
79,
81,
§554.1107
]
2007
Acts,
ch
41,
§8,
47
CS2007,
§554.1306
2024
Acts,
ch
1023,
§14
Referred
to
in
§554D.104
554.1307
P
rima
facie
evidence
by
third-party
documents.
A
document
in
due
form
purporting
to
be
a
bill
of
lading,
policy
or
certificate
of
insurance,
official
weigher
’s
or
inspector
’s
certificate,
consular
invoice,
or
any
other
document
authorized
or
required
by
the
contract
to
be
issued
by
a
third
party
is
prima
facie
evidence
of
its
own
authenticity
and
genuineness
and
of
the
facts
stated
in
the
document
by
the
third
party
.
[C66,
71,
73,
75,
77,
79,
81,
§554.1202
]
2007
Acts,
ch
41,
§12,
50
CS2007,
§554.1307
554.1308
P
erformance
or
acceptance
under
reser
vation
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.
[C66,
71,
73,
75,
77,
79,
81,
§554.1207
]
94
Acts,
ch
1167,
§7,
122
;
2007
Acts,
ch
41,
§19,
54
CS2007,
§554.1308
554.1309
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
that
party
has
power
to
do
so
only
if
that
party
in
good
faith
believes
that
the
prospect
of
payment
or
performance
is
impaired.
T
ue
Dec
09
22:02:40
2025
Iowa
Code
2026,
Chapter
554
(108,
4)