DIVISION 1
GENERAL PROVISIONS
Chapter
11. General Provisions
12. General Definitions and Principles of Interpretation
13. Territorial Applicability and General Rules
Enactment. Division 1 was added April 16, 2008, P.L.57, No.13, effective in 60 days.
Prior Provisions. Former Division 1, which related to the same subject matter, was added November 1, 1979, P.L.255, No.86, and repealed April 16, 2008, P.L.57, No.13, effective in 60 days.
CHAPTER 11
GENERAL PROVISIONS
Sec.
1101. Short titles.
1102. Scope of division.
1103. Construction of title to promote its purposes and policies; applicability of supplemental principles of law.
1104. Construction against implied repeal.
1105. (Reserved).
1106. Use of singular and plural; gender (Reserved).
1107. Section captions.
1108. Relation to Electronic Signatures in Global and National Commerce Act.
1109. Construction.
Enactment. Chapter 11 was added April 16, 2008, P.L.57, No.13, effective in 60 days.
Prior Provisions. Former Chapter 11, which related to short title, construction, application and subject matter of title, was added November 1, 1979, P.L.255, No.86, and repealed April 16, 2008, P.L.57, No.13, effective in 60 days.
§ 1101. Short titles.
(a) Title.--This title may be cited as the Uniform Commercial Code.
(b) Division.--This division may be cited as the Uniform Commercial Code-General Provisions.
§ 1102. Scope of division.
This division applies to a transaction to the extent that it is governed by another division of this title.
§ 1103. Construction of title to promote its purposes and policies; applicability of supplemental principles of law.
(a) Liberal construction.--This title must 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) Law and equity.--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 and other validating or invalidating cause, supplement its provisions.
§ 1104. 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.
§ 1105. (Reserved).
§ 1106. Use of singular and plural; gender (Reserved).
§ 1107. Section captions.
Notwithstanding 1 Pa.C.S. § 1924 (relating to construction of titles, preambles, provisos, exceptions and headings), section captions are part of this title.
§ 1108. Relation to Electronic Signatures in Global and National Commerce Act.
This division modifies, limits and supersedes the Electronic Signatures in Global and National Commerce Act (Public Law 106- 229, 15 U.S.C. § 7001 et seq.), but does not modify, limit or supersede section 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. § 7003(b)).
§ 1109. Construction.
Nothing in this title shall be construed to modify or supersede the provisions of 42 Pa.C.S. Ch. 69 (relating to particular rights and immunities).
(Oct. 27, 2014, P.L.2896, No.185, eff. 60 days)
2014 Amendment. Act 185 added section 1109.
CHAPTER 12
GENERAL DEFINITIONS AND PRINCIPLES
OF INTERPRETATION
Sec.
1201. General definitions.
1202. Notice; knowledge.
1203. Lease distinguished from security interest.
1204. Value.
1205. Reasonable time; seasonableness.
1206. Presumptions.
Enactment. Chapter 12 was added April 16, 2008, P.L.57, No.13, effective in 60 days.
Prior Provisions. Former Chapter 12, which related to the same subject matter, was added November 1, 1979, P.L.255, No.86, and repealed April 16, 2008, P.L.57, No.13, effective in 60 days.
§ 1201. General definitions.
(a) Definition provisions.--Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other divisions of this title that apply to particular divisions or chapters of this title, have the meanings stated.
(b) Definitions.--Subject to additional definitions contained in subsequent provisions of this title which are applicable to specific provisions of this title, the following words and phrases when used in this title shall have, unless the context clearly indicates otherwise, the meanings given to them in this subsection:
(1) "Action." In the sense of a judicial proceeding, the term includes recoupment, counterclaim, set-off, suit in equity and any other proceeding in which rights are determined.
(2) "Aggrieved party." A party entitled to pursue a remedy.
(3) "Agreement." As distinguished from "contract" under paragraph (12), the term 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 1303 (relating to course of performance, course of dealing and usage of trade).
(4) "Bank." A person engaged in the business of banking. The term includes a savings bank, savings and loan association, credit union and trust company.
(5) "Bearer." 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." 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." The term includes a separately incorporated foreign branch of a bank.
(8) "Burden of establishing." As to a fact, 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." 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.
(i) A person buys goods in the ordinary course of business 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.
(ii) 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.
(iii) 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.
(iv) Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Division 2 (relating to sales) may be a buyer in ordinary course of business.
The term 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.
(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 which it is to operate ought to have noticed it. Whether a term is "conspicuous" or not is a decision for the court.
(i) (Deleted by amendment).
(ii) (Deleted by amendment).
(11) "Consumer." An individual who enters into a transaction primarily for personal, family or household purposes.
(12) "Contract." As distinguished from "agreement" in paragraph (3), the total legal obligation that results from the parties' agreement as determined by this title as supplemented by any other applicable laws.
(13) "Creditor." The term includes a general creditor; a secured creditor; a lien creditor; a 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.
(16) "Document of title." A record that:
(i) 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; or
(ii) 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.
(16.1) "Electronic document of title." (Deleted by amendment).
(16.2) "Electronic." Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.
(16.3) "Electronic document of title." A document of title evidenced by a record consisting of information stored in an electronic medium.
(17) "Fault." A default, breach or wrongful act or omission.
(18) "Fungible goods." As follows:
(i) goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or
(ii) goods that by agreement are treated as equivalent.
(19) "Genuine." Free of forgery or counterfeiting.
(20) "Good faith." Except as otherwise provided in Division 5 (relating to letters of credit), honesty in fact and the observance of reasonable commercial standards of fair dealing.
(21) "Holder." As follows:
(i) the person in possession of a negotiable instrument that is payable either to the bearer or to an identified person that is the person in possession;
(ii) the person in possession of a negotiable tangible document of title if the goods are deliverable either to the bearer or to the order of the person in possession; or
(iii) the person in control, other than under section 7106(g) (relating to control of electronic document of title), of a negotiable electronic document of title.
(22) "Insolvency proceeding." Includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.
(23) "Insolvent." As follows:
(i) having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute;
(ii) being unable to pay debts as they become due; or
(iii) being insolvent within the meaning of Federal bankruptcy law.
(24) "Money." 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 by agreement between two or more countries. The term does not include a medium of exchange in an electronic form.
(25) "Organization." A person other than an individual.
(26) "Party." As distinguished from "third party," a person that has engaged in a transaction or made an agreement subject to this title.
(27) "Person." Any individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency or instrumentality, or 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 title which limits, or limits if conditions specified under that 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." 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:
(i) an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into; or
(ii) 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." Taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift or other voluntary transaction creating an interest in property.
(30) "Purchaser." A person that takes by purchase.
(31) "Record." 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." Any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.
(33) "Representative." 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." An interest in personal property or fixtures which secures payment or performance of an obligation.
(i) The term 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 Division 9 (relating to secured transactions).
(ii) The term does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under section 2401 (relating to passing of title; reservation for security; limited application of section), but a buyer may also acquire a "security interest" by complying with Division 9 (relating to secured transactions).
(iii) Except as otherwise provided in section 2505 (relating to shipment by seller under reservation), the right of a seller or lessor of goods under Division 2 (relating to sales) or 2A (relating to leases) 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 Division 9. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under section 2401 is limited in effect to a reservation of a "security interest."
(iv) Whether a transaction in the form of a lease creates a "security interest" is determined pursuant to section 1203 (relating to lease distinguished from security interest).
(36) "Send." In connection with a record or notification:
(i) 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
(A) (Deleted by amendment).
(B) (Deleted by amendment).
(C) (Deleted by amendment).
(ii) to cause the record or notification to be received within the time it would have been received if properly sent under subparagraph (i).
(37) "Signed." 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.
(38) "State." 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.
(39.1) "Tangible document of title." A document of title evidenced by a record consisting of information that is inscribed on a tangible medium.
(40) "Term." A portion of an agreement that relates to a particular matter.
(41) "Unauthorized signature." A signature made without actual, implied or apparent authority. The term includes a forgery.
(42) "Warehouse receipt." 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.
(44) "Written." Includes printing, typewriting or any other intentional reduction to tangible form.
(July 1, 2024, P.L.450, No.41, eff. 60 days)
2024 Amendment. Act 41 amended subsec. (b)(10), (15), (21)(iii), (24), (27), (36) and (37), added subsec. (b)(16.2) and (16.3) and deleted subsec. (b)(16.1). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
Cross References. Section 1201 is referred to in sections 3103, 4A105, 8103, 9102 of this title; section 6202 of Title 12 (Commerce and Trade); section 6902 of Title 42 (Judiciary and Judicial Procedure); section 7315 of Title 51 (Military Affairs).
§ 1202. Notice; knowledge.
(a) Notice.--Subject to subsection (f), 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.--"Knowledge" means actual knowledge. "Knows" has a corresponding meaning.
(c) Reason to know distinguished.--"Discover," "learn" or words of similar import refer to knowledge rather than to reason to know.
(d) Notify.--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) Be notified.--Subject to subsection (f), 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:
(i) the place of business through which the contract was made; or
(ii) another location held out by that person as the place for receipt of such communications.
(f) Communication to organizations.--Notice, knowledge or 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.
Cross References. Section 1202 is referred to in section 4A106 of this title.
§ 1203. Lease distinguished from security interest.
(a) Factual determination.--Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case.
(b) Sufficient attributes for security interest.--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;
(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) Insufficient attributes for security interest.--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) Nominal consideration.--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) Remaining economic life and reasonable predictability.--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.
Cross References. Section 1203 is referred to in section 1201 of this title.
§ 1204. Value.
Except as otherwise provided in Divisions 3 (relating to negotiable instruments), 4 (relating to bank deposits and collections), 5 (relating to letters of credit) and 12 (relating to controllable electronic records), 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.
(July 1, 2024, P.L.450, No.41, eff. 60 days)
2024 Amendment. Act 41 amended the intro. par. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
§ 1205. Reasonable time; seasonableness.
(a) Reasonable time.--Whether a time for taking an action required by this title is reasonable depends on the nature, purpose and circumstances of the action.
(b) Seasonableness.--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.
Cross References. Section 1205 is referred to in section 4A204 of this title.
§ 1206. Presumptions.
Whenever this title 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.
Cross References. Section 1206 is referred to in section 2201 of this title.
CHAPTER 13
TERRITORIAL APPLICABILITY AND GENERAL RULES
Sec.
1301. Territorial applicability; parties' power to choose applicable law.
1302. Variation by agreement.
1303. Course of performance, course of dealing and usage of trade.
1304. Obligation of good faith.
1305. Remedies to be liberally administered.
1306. Waiver or renunciation of claim or right after breach.
1307. Prima facie evidence by third-party documents.
1308. Performance or acceptance under reservation of rights.
1309. Option to accelerate at will.
1310. Subordinated obligations.
Enactment. Chapter 13 was added April 16, 2008, P.L.57, No.13, effective in 60 days.
§ 1301. Territorial applicability; parties' power to choose applicable law.
(a) Agreement; reasonable relation requirement.--Except as otherwise provided in this section, when a transaction bears a reasonable relation to this Commonwealth and also to another state or nation, the parties may agree that the law either of this Commonwealth or of such other state or nation shall govern their rights and duties.
(b) Absence of agreement; approved relation requirement.--In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), this title applies to transactions bearing an appropriate relation to this Commonwealth.
(c) Mandatory applicability of title.--If one of the following provisions of this title 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 2402 (relating to rights of creditors of seller against sold goods).
(2) Sections 2A105 (relating to territorial application of division to goods covered by certificate of title) and 2A106 (relating to limitation on power of parties to consumer lease to choose applicable law and judicial forum).
(3) Section 4102 (relating to applicability).
(4) Section 4A507 (relating to choice of law).
(5) Section 5116 (relating to choice of law and forum).
(6) Section 8110 (relating to applicability; choice of law).
(7) Ch. 93 Subch. A (relating to law governing perfection and priority).
(8) Section 12107 (relating to governing law).
(July 1, 2024, P.L.450, No.41, eff. 60 days)
2024 Amendment. Act 41 added subsec. (c)(8). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
§ 1302. Variation by agreement.
(a) General rule.--Except as otherwise provided in subsection (b) or elsewhere in this title, the effect of provisions of this title may be varied by agreement.
(b) Exceptions.--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 an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
(c) Effect of terminology.--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.
Cross References. Section 1302 is referred to in sections 2A518, 2A519, 2A527, 2A528, 5103 of this title.
§ 1303. Course of performance, course of dealing and usage of trade.
(a) Course of performance.--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) Course of dealing.--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) Usage of trade.--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 fact. 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) Evidentiary effect.--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) Construction in general.--Except as otherwise provided in subsection (f), the express terms of an agreement and any applicable course of performance, course of dealing or usage of trade must 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) Waiver or modification.--Subject to section 2209 (relating to modification, rescission and waiver), a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.
(g) Evidence.--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.
Cross References. Section 1303 is referred to in sections 1201, 2202 of this title.
§ 1304. Obligation of good faith.
Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.
§ 1305. Remedies to be liberally administered.
(a) Administration.--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) Enforceability.--Any right or obligation declared by this title is enforceable by action unless the provision declaring it specifies a different and limited effect.
Cross References. Section 1305 is referred to in section 2A501 of this title.
§ 1306. 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.
(July 1, 2024, P.L.450, No.41, eff. 60 days)
2024 Amendment. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.
§ 1307. Prima facie evidence by third-party documents.
A document in due form purporting to be a bill of lading, a policy or certificate of insurance, an official weigher's or inspector's certificate, a 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.
§ 1308. Performance or acceptance under reservation of rights.
(a) General rule.--Except as set forth in subsection (b), 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. The words "without prejudice," "under protest" and the like are sufficient.
(b) Exception.--Subsection (a) does not apply to an accord and satisfaction.
§ 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 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.
§ 1310. 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.