Oklahoma Uniform Commercial Code - Article 1 (General Provisions) Okla. Stat. tit. 12A, sections 1-101 through 1-310 Extracted from official Oklahoma Legislature complete-title PDF: https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os12A.pdf Retrieved 2026-07-10. Source page range corresponds to Title 12A, Article 1. ---------------------------------------------------------------------- §12A-1-101. Short titles. Short Titles. (a) Sections 1-101 through 11-107 of 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 "Uniform Commercial Code - General Provisions". Added by Laws 1961, p. 69, § 1-101. Amended by Laws 1988, c. 86, § 79, eff. Nov. 1, 1988; Laws 2005, c. 139, § 1, eff. Jan. 1, 2006. §12A-1-102. Scope of article. Scope of Article. This article applies to a transaction to the extent that it is governed by another article of the Uniform Commercial Code. Added by Laws 1961, p. 69, § 1-102. Amended by Laws 2005, c. 139, § 2, eff. Jan. 1, 2006. §12A-1-103. Construction of Uniform Commercial Code to promote its purposes and policies - Applicability of supplemental principles of law. Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 172 Construction of Uniform Commercial Code to Promote Its Purposes and Policies; Applicability of Supplemental Principles of Law. (a) The Uniform Commercial Code 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 the Uniform Commercial Code, 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. Added by Laws 1961, p. 69, § 1-103. Amended by Laws 2005, c. 139, § 3, eff. Jan. 1, 2006. §12A-1-104. Construction against implicit repeal. Construction Against Implicit Repeal. The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. Added by Laws 1961, p. 69, § 1-104. Amended by Laws 2005, c. 139, § 4, eff. Jan. 1, 2006. §12A-1-105. Repealed by Laws 2005, c. 139, § 38, eff. Jan. 1, 2006. §12A-1-106. Use of singular and plural - Gender. Use of Singular and Plural; Gender. In the Uniform Commercial Code, unless the statutory context otherwise requires: (1) words in the singular number include the plural, and in the plural include the singular; and (2) words of any gender include any other gender. Added by Laws 1961, p. 70, § 1-106. Amended by Laws 2005, c. 139, § 5, eff. Jan. 1, 2006. §12A-1-107. Section captions. Section Captions. Section captions are part of the Uniform Commercial Code. Added by Laws 1961, p. 70, § 1-107. Amended by Laws 2005, c. 139, § 6, eff. Jan. 1, 2006. Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 173 §12A-1-108. Repealed by Laws 1989, c. 154, § 2, operative July 1, 1989. §12A-1-108.1. Relationship to Electronic Signatures in Global and National Commerce Act. Article 1 of the Uniform Commercial Code modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., except that nothing in this article modifies, limits or supersedes Section 7001(c) of that Act or authorizes electronic delivery of any of the notices described in Section 7003(b) of that Act. Added by Laws 2005, c. 139, § 7, eff. Jan. 1, 2006. §12A-1-109. Repealed by Laws 2005, c. 139, § 38, eff. Jan. 1, 2006. §12A-1-201. General definitions and principles of interpretation. General Definitions and Principles of Interpretation. (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereof, have the meanings stated. (b) Subject to definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereof: (1) "Action" in the sense of a judicial proceeding includes a recoupment, counterclaim, setoff, suit in equity, and any other proceedings in which rights are determined. (2) "Aggrieved party" means a party entitled to pursue a remedy. (3) "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 1-303 of this title. (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 an instrument, negotiable tangible document of title, or certificated security payable to bearer or endorsed 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. Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 174 (7) "Branch" includes a separately incorporated foreign branch of a bank. (8) "Burden of establishing" 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 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 total or partial satisfaction of a money debt. (10) "Conspicuous", with reference to a term, means so written, displayed, or presented that, based on the totality of the circumstances, a reasonable person against whom it is to operate ought to have noticed it. Whether a term is "conspicuous" or not is a decision for the court. (11) "Consumer" means an individual who enters into a transaction primarily for personal, family, or household purposes. (12) "Contract", as distinguished from "agreement", means the total legal obligation that results from the parties' agreement as determined by the provisions of the Uniform Commercial Code as supplemented by any other applicable laws. (13) "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. (14) "Defendant" includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim. (15) "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. Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 175 (16) "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. (16A) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (17) "Fault" means a default, breach, or wrongful act or omission. (18) "Fungible goods" means: (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. (19) "Genuine" means free of forgery or counterfeiting. (20) "Good faith", except as otherwise provided in Article 5 of this title, means honesty in fact and the observance of reasonable commercial standards of fair dealing. (21) "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; (B) the person in possession of a 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 subsection (g) of Section 7-106 of this title, of a negotiable electronic document of title. (22) "Insolvency proceeding" includes any assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved. (23) "Insolvent" means: (A) having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute; (B) being unable to pay debts as they become due; or (C) being insolvent within the meaning of the federal bankruptcy law. Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 176 (24) "Money" means a medium of exchange that is authorized or adopted by a domestic or foreign government and 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. (25) "Organization" means a person other than an individual. (26) "Party", as distinguished from "third party", means a person who has engaged in a transaction or made an agreement subject to the Uniform Commercial Code. (27) "Person" 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 the Uniform Commercial Code 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. (28) "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. (29) "Purchase" means taking by sale, 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 who 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. (33) "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. (34) "Right" includes remedy. (35) "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 of this title. "Security interest" does not include the special property interest of a buyer of goods on identification of those goods to a contract Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 177 for sale under Section 2-401 of this title, but a buyer may also acquire a "security interest" by complying with the provisions of Article 9 of this title. Except as otherwise provided in Section 2- 505 of this title, the right of a seller or lessor of goods under Article 2 or 2A 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 under Section 2- 401 of this title is limited in effect to a reservation of a "security interest". Whether a transaction in the form of a lease creates security interest is determined pursuant to Section 1-203 of this title. (36) "Send", in connection with a record or notification means: (A) 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, addressed to any address reasonable under the circumstances; or (B) to cause the record or notification to be received within the time it would have been received if properly sent under subparagraph (A) of this paragraph. (37) "Sign" means, with present intent to authenticate or adopt a record: (A) execute or adopt a tangible symbol; or (B) attach to or logically associate with the record an electronic symbol, sound, or process. "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 guarantor or other secondary obligor. (40) "Term" means a portion of an agreement which 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. Added by Laws 1961, p. 70, § 1-201. Amended by Laws 1981, c. 194, § 2, eff. Oct. 1, 1981; Laws 1984, c. 76, § 1, eff. Nov. 1, 1984; Laws 1988, c. 86, § 82, eff. Nov. 1, 1988; Laws 1991, c. 117, § 1, eff. Jan. 1, 1992; Laws 1994, c. 46, § 1, eff. Sept. 1, 1994; Laws 2000, Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 178 c. 371, § 147, eff. July 1, 2001; Laws 2005, c. 139, § 8, eff. Jan. 1, 2006; Laws 2024, c. 13, § 1, eff. Nov. 1, 2024. §12A-1-202. Notice - Knowledge. 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. "Knows" has a corresponding meaning. (c) "Discover" or "learn" or a word or phrase of similar import refers to knowledge rather than to reason to know. (d) 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. (e) Subject to subsection (f) of this section, a person "receives" a notice or notification when: (1) it comes to the attention of the person; 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 when 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 attention of the individual 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 such communication is part of the regular duties of the individual or unless the individual has reason to know of the transaction and that the transaction would be materially affected by the information. Added by Laws 1961, p. 73, § 1-202. Amended by Laws 2005, c. 139, § 9, eff. Jan. 1, 2006. §12A-1-203. Lease distinguished from security interest. Lease Distinguished from Security Interest. Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 179 (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 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 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; (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 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, with respect to the goods, taxes, insurance, filing, recording, or registration fees, or service or maintenance costs; (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 Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 180 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 must be determined with reference to the facts and circumstances at the time the transaction is entered into. Added by Laws 1961, p. 73, § 1-203. Amended by Laws 2005, c. 139, § 10, eff. Jan. 1, 2006. §12A-1-204. "Value". "Value". Except as otherwise provided in Articles 3, 4, 5, 6, and 12 of the Uniform Commercial Code, 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. Added by Laws 1961, p. 73, § 1-204. Amended by Laws 2005, c. 139, § 11, eff. Jan. 1, 2006; Laws 2024, c. 13, § 2, eff. Nov. 1, 2024. §12A-1-205. Reasonable time - Seasonableness. Reasonable Time; Seasonableness. (a) Whether a time for taking an action required by the Uniform Commercial Code 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. Added by Laws 1961, p. 73, § 1-205. Amended by Laws 2005, c. 139, § 12, eff. Jan. 1, 2006. §12A-1-206. Presumptions. Presumptions. Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 181 Whenever the Uniform Commercial Code 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. Added by Laws 1961, p. 74, § 1-206. Amended by Laws 1995, c. 242, § 53, eff. Feb. 1, 1996; Laws 2005, c. 139, § 13, eff. Jan. 1, 2006. §12A-1-207. Repealed by Laws 2005, c. 139, § 39, eff. Jan. 1, 2006. §12A-1-208. Repealed by Laws 2005, c. 139, § 39, eff. Jan. 1, 2006. §12A-1-209. Repealed by Laws 2005, c. 139, § 39, eff. Jan. 1, 2006. §12A-1-301. Territorial applicability - Parties' power to choose applicable law. Territorial Applicability; Parties' Power to Choose Applicable Law. (a) Except as provided hereafter 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. Failing such agreement, this title applies to transactions bearing an appropriate relation to this state. (b) To the extent that the Uniform Commercial Code governs a transaction, 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 2-402 of this title; (2) Sections 2A-105 and 2A-106 of this title; (3) Section 4-102 of this title; (4) Section 4A-507 of this title; (5) Section 5-116 of this title; (6) Section 8-110 of this title; (7) Sections 1-9-301 through 1-9-307 of this title; and (8) Section 12-107 of this title. Added by Laws 2005, c. 139, § 14, eff. Jan. 1, 2006. Amended by Laws 2024, c. 13, § 3, eff. Nov. 1, 2024. §12A-1-302. Variation by agreement. Variation by Agreement. (a) Except as otherwise provided in subsection (b) of this section or elsewhere in the Uniform Commercial Code, the effect of the Uniform Commercial Code may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 182 the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement. (c) The presence in certain provisions of the Uniform Commercial Code 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. Added by Laws 2005, c. 139, § 15, eff. Jan. 1, 2006. §12A-1-303. Course of Performance, Course of Dealing, and Usage of Trade. 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 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. (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 agreement of the parties, 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 must be Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 183 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 2-209 and Section 2A-208 of this title, 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. Added by Laws 2005, c. 139, § 16, eff. Jan. 1, 2006. Amended by Laws 2009, c. 208, § 1, eff. Nov. 1, 2009. NOTE: Laws 2008, c. 382, § 1 was held unconstitutional by the Oklahoma Supreme Court in the case of Weddington v. Henry, 202 P.3d 143, 2008 OK 102 (2009) and repealed by Laws 2009, c. 208, § 22, eff. Nov. 1, 2009. §12A-1-304. Obligation of good faith - Breach. Obligation of Good Faith. Every contract of duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement. Breach of the obligation of good faith imposed by this section shall not give rise to a separate tort cause of action. Added by Laws 2005, c. 139, § 17, eff. Jan. 1, 2006. Amended by Laws 2013, 1st Ex.Sess., c. 16, § 2; Laws 2013, 1st Ex.Sess., c. 16, § 3. NOTE: Laws 2009, c. 228, § 21 was held unconstitutional by the Oklahoma Supreme Court in the case of Douglas v. Cox Retirement Properties, Inc., 2013 OK 37, 302 P.2d 789 (Okla. 2013) and repealed by Laws 2013, 1st Ex.Sess., c. 16, § 1. §12A-1-305. Remedies to be liberally administered. Remedies to Be Liberally Administered. (a) The remedies provided by the Uniform Commercial Code 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 nor penal damages may be had except as specifically provided in the Uniform Commercial Code or by other rule of law. (b) Any right or obligation declared by the Uniform Commercial Code is enforceable by action unless the provision declaring it specifies a different and limited effect. Added by Laws 2005, c. 139, § 18, eff. Jan. 1, 2006. Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 184 §12A-1-306. Waiver or renunciation of claim or right after breach. 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. Added by Laws 2005, c. 139, § 19, eff. Jan. 1, 2006. Amended by Laws 2024, c. 13, § 4, eff. Nov. 1, 2024. §12A-1-307. Prima facie evidence by third-party documents. 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 stated in the document by the third party. Added by Laws 2005, c. 139, § 20, eff. Jan. 1, 2006. §12A-1-308. Performance or acceptance under reservation of rights. 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. Added by Laws 2005, c. 139, § 21, eff. Jan. 1, 2006. §12A-1-309. Option to accelerate at will. 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 in words of similar import, means that the party shall have 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 whom the power has been exercised. Added by Laws 2005, c. 139, § 22, eff. Jan. 1, 2006. §12A-1-310. Subordination of obligations. Subordination of 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 Oklahoma Statutes - Title 12A. Uniform Commercial Code Page 185 with either the person obligated or another creditor of the person obligated. Such a subordination does not create a security interest as against either the common debtor or a subordinated creditor. Added by Laws 2005, c. 139, § 23, eff. Jan. 1, 2006.