Sec. 42a-1-103. Supplementary general principles of law applicable. Unless
displaced by the particular provisions of this title, the principles of law and equity,
including the law merchant and the law relative to capacity to contract, principal and
agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or
other validating or invalidating cause shall supplement its provisions.
(1959, P.A. 133, S. 1-103.)
See Sec. 42a-1-201(3) for definition of "agreement".
Annotations to former statute (1958 Rev., S. 42-2):
If infant has disposed of property, he need not return or account for proceeds if he pleads infancy to a suit for the
purchase price; aliter if he has specific goods purchased in his possession and ownership. 108 C. 531. Cited. 153 C. 681,
687 (fn).
Mother's funeral expenses not necessity of the child. 14 CS 275.
Annotations to present section:
Cited. 166 C. 280, 285. Cited. 171 C. 63, 68, 69. Cited. 183 C. 266, 270, 273. Cited. 184 C. 607, 616. Cited. 202 C.
106, 116.
Cited. 14 CA 481, 484.
Sec. 42a-1-104. Construction against implicit 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be impliedly repealed by subsequent legislation if such construction can reasonably be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.
(1959, P.A. 133, S. 1-104.)
Sec. 42a-1-105. Territorial application of title; parties' power to choose applicable law. (1) 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.
(2) Where 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, including the conflict of laws rules, so specified:
Rights of creditors against sold goods. Section 42a-2-402.
Applicability of the article on leases. Sections 42a-2A-105 and42a-2A-106.
Applicability of the article on bank deposits and collections. Section 42a-4-102.
Governing law in the article on funds transfers. Section 42a-4A-507.
Letters of credit. Section 42a-5-116.
Applicability of the article on investment securities. Section 42a-8-110.
Law governing perfection, the effect of perfection or nonperfection and the priority
of security interests and agricultural liens. Sections 42a-9-301 to 42a-9-307, inclusive.
(1959, P.A. 133, S. 1-105; P.A. 76-369, S. 1; P.A. 90-202, S. 2, 3; P.A. 93-107, S. 1; P.A. 96-198, S. 18; P.A. 97-182,
S. 65; P.A. 01-132, S. 134; P.A. 02-131, S. 91.)
History: P.A. 76-369 substituted "Perfection provisions of the article on secured transactions. Section 42a-9-103a" for
"Policy and scope" of that article and allied sections; P.A. 90-202 amended Subsec. (2) by adding provision re governing
law in the article on funds transfers; P.A. 93-107 amended Subsec. (2) by deleting "Bulk transfers subject to the article on
bulk transfers. Section 42a-6-102."; P.A. 96-198 amended Subsec. (2) by adding "Letters of credit. Section 42a-5-116.";
P.A. 97-182 amended Subsec. (2) by replacing reference to Sec. 42a-8-106 with Sec. 42a-8-110; P.A. 01-132 amended
Subsec. (2) by replacing "Perfection provisions of the article on secured transactions. Section 42a-9-103a." with "Law
governing perfection, the effect of perfection or nonperfection and the priority of security interests and agricultural liens.
Sections 42a-9-301 to 42a-9-307, inclusive."; P.A. 02-131 amended Subsec. (2) by adding provision re applicability of
article on leases.
Subsec. (1):
Cited. 189 C. 591, 599.
Cited. 14 CA 481, 484.
Cited. 37 CS 7, 10.
Cited. 6 Conn. Cir. Ct. 539.
Sec. 42a-1-106. Remedies to be liberally administered. (1) The remedies provided by this title shall 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 this title or by other rule of law.
(2) Any right or obligation declared by this title is enforceable by action unless the
provision declaring it specifies a different and limited effect.
(1959, P.A. 133, S. 1-106.)
Annotation to former statute (1958 Rev., S. 42-72):
Parties may fix in contract a time limit within which to make claims. 104 C. 682.
Annotations to present section:
Cited. 183 C. 266, 276, 279. Cited. 221 C. 530, 534.
Sec. 42a-1-107. Waiver or renunciation of claim or right after breach. Any
claim or right arising out of an alleged breach can be discharged in whole or in part
without consideration by a written waiver or renunciation signed and delivered by the
aggrieved party.
(1959, P.A. 133, S. 1-107.)
Cited. 166 C. 280, 285.
PART 2
GENERAL DEFINITIONS AND PRINCIPLES
OF INTERPRETATION
Sec. 42a-1-201. General definitions. Subject to additional definitions contained
in the subsequent articles of this title which are applicable to specific articles or parts
thereof, and unless the context otherwise requires, in this title:
(1) "Action" in the sense of a judicial proceeding includes recoupment, counterclaim, set-off, suit in equity and any other proceedings in which rights are determined.
(2) "Aggrieved party" means a party entitled to resort to a remedy.
(3) "Agreement" means the bargain of the parties in fact as found in their language
or by implication from other circumstances including course of dealing or usage of trade
or course of performance as provided in sections 42a-1-205 and 42a-2-208. Whether
an agreement has legal consequences is determined by the provisions of this title, if
applicable; otherwise by the law of contracts.
(4) "Bank" means any person engaged in the business of banking.
(5) "Bearer" means a person in control of a negotiable electronic document of title
or a person in possession of an instrument, a negotiable tangible document of title, or
a 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.
(7) "Branch" includes a separately incorporated foreign branch of a bank.
(8) "Burden of establishing of a fact" means the burden of persuading the triers 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 the 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. A person that acquires goods in a
transfer in bulk or as security for or in total or partial satisfaction of a money debt is not
a buyer in ordinary course of business.
(10) "Conspicuous", with reference to a term, means so written, displayed or presented that a reasonable person against which it is to operate ought to have noticed it.
Whether a term is "conspicuous" or not is a decision for the court. Conspicuous terms
include the following:
(A) A heading in capitals equal to or greater in size than the surrounding text, or in
contrasting type, font or color to the surrounding text of the same or lesser size; and
(B) Language in the body of a record or display in larger type than the surrounding
text, or in contrasting type, font or color to the surrounding text of the same size, or set
off from surrounding text of the same size by symbols or other marks that call attention
to the language.
(11) "Contract" means the total legal obligation which results from the parties'
agreement as affected by this title and any other applicable rules of law.
(12) "Creditor" includes a general creditor, a secured creditor, a lien creditor and
any representative of creditors, including an assignee for the benefit of creditors, a trustee
in bankruptcy, a receiver in equity and an executor or administrator of an insolvent
debtor's or assignor's estate.
(13) "Defendant" includes a person in the position of defendant in a cross-action
or counterclaim.
(14) "Delivery" with respect to an electronic document of title means voluntary
transfer of control and with respect to instruments, tangible documents of title, chattel
paper, or certificated securities means voluntary transfer of possession.
(15) "Document of title" means a record (A) 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 (B) 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.
(16) "Fault" means wrongful act, omission or breach.
(17) "Fungible" with respect to goods or securities means goods or securities of
which any unit is, by nature or usage of trade, the equivalent of any other like unit.
Goods which are not fungible shall be deemed fungible for the purposes of this title to
the extent that under a particular agreement or document unlike units are treated as
equivalents.
(18) "Genuine" means free of forgery or counterfeiting.
(19) "Good faith" means honesty in fact in the conduct or transaction concerned.
(20) "Holder" means:
(A) The person in possession of a negotiable instrument that is payable either to
bearer or to an identified person that is the person in possession;
(B) The person in possession of a negotiable tangible document of title if the goods
are deliverable either to bearer or to the order of the person in possession; or
(C) The person in control of a negotiable electronic document of title.
(21) To "honor" is to pay or to accept and pay, or where a credit so engages to
purchase or discount a draft complying with the terms of the credit.
(22) "Insolvency proceedings" includes any assignment for the benefit of creditors
or other proceedings intended to liquidate or rehabilitate the estate of the person involved.
(23) A person is "insolvent" who either has ceased to pay his debts in the ordinary
course of business or cannot pay his debts as they become due or is insolvent within the
meaning of the federal bankruptcy law.
(24) "Money" means a medium of exchange authorized or adopted by a domestic
or foreign government and includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more nations.
(25) Subject to subdivision (27) of this section, 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. A person "knows" or has "knowledge" of a fact when
the person has actual knowledge of it. "Discover" or "learn" or a word or phrase of
similar import refers to knowledge rather than to reason to know. The time and circumstances under which a notice or notification may cease to be effective are not determined
by this title.
(26) 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. Subject to subdivision (27) of this section, 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.
(27) 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 when 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 such 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.
(28) "Organization" includes a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more
persons having a joint or common interest, or any other legal or commercial entity.
(29) "Party", as distinct from "third party", means a person who has engaged in a
transaction or made an agreement within this title.
(30) "Person" includes an individual or an organization.
(31) "Presumption" or "presumed" means that the trier of fact must find the existence of the fact presumed unless and until evidence is introduced which would support
a finding of its nonexistence.
(32) "Purchase" includes taking by sale, discount, negotiation, mortgage, pledge,
lien, security interest, issue or reissue, gift or any other voluntary transaction creating
an interest in property.
(33) "Purchaser" means a person who takes by purchase.
(34) "Remedy" means any remedial right to which an aggrieved party is entitled
with or without resort to a tribunal.
(35) "Representative" includes an agent, an officer of a corporation or association,
and a trustee, executor or administrator of an estate, or any other person empowered to
act for another.
(36) "Rights" include remedies.
(37) "Security interest" means an interest in personal property or fixtures which
secures payment or performance of an obligation. The term also includes any interest
of a consignor and a buyer of accounts, chattel paper, a payment intangible or a promissory note in a transaction that is subject to article 9. The special property interest of a
buyer of goods on identification of such goods to a contract for sale under section 42a-2-401 is not a "security interest", but a buyer may also acquire a "security interest" by
complying with article 9. Except as otherwise provided in section 42a-2-505, the right
of a seller or lessor of goods under article 2 or 2A 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 pursuant to section 42a-2-401, is limited in effect to a reservation of a "security interest". Whether a transaction
creates a lease or a "security interest" is determined by the facts of each case; however,
a transaction creates a "security interest" if the consideration 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 (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 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 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 nominal
additional consideration upon compliance with the lease agreement. A transaction does
not create a "security interest" merely because it provides that (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, or agrees to pay taxes, insurance, filing, recording or registration fees, or service
or maintenance costs with respect to the goods, (C) the lessee has an option to renew
the lease or to become the owner of the goods, (D) 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 (E) 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. For the purposes of this subdivision:
(i) Additional consideration is not nominal if (I) 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 (II)
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; (ii) 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; (iii) "reasonably predictable" and "remaining economic life of the goods" are to
be determined with reference to the facts and circumstances at the time the transaction
is entered into; and (iv) "present value" means the amount as of a date certain of one
or more sums payable in the future, discounted to the date certain. The discount is
determined by the interest rate specified by the parties if the rate is not manifestly unreasonable at the time the transaction is entered into; otherwise, the discount is determined
by a commercially reasonable rate that takes into account the facts and circumstances
of each case at the time the transaction was entered into.
(38) "Send" in connection with a writing, record or notice means:
(A) To deposit in the mail or deliver for transmission by any other usual means of
communication with postage or cost of transmission provided for and properly addressed
and, in the case of an instrument, to an address specified thereon or otherwise agreed,
or if there be none to any address reasonable under the circumstances; or
(B) In any other way to cause to be received any record or notice within the time
it would have arrived if properly sent.
(39) "Signed" includes any symbol executed or adopted by a party with present
intention to authenticate a writing.
(40) "Surety" includes guarantor.
(41) "Telegram" includes a message transmitted by radio, teletype, cable, any mechanical method of transmission, or the like.
(42) "Term" means that portion of an agreement which relates to a particular matter.
(43) "Unauthorized signature" means one made without actual, implied, or apparent
authority and includes a forgery.
(44) "Value". Except as otherwise provided by sections 42a-3-303, 42a-4-210 and
42a-4-211 with respect to negotiable instruments and bank collections a person gives
"value" for rights if he acquires them (a) 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;
or (b) as security for or in total or partial satisfaction of a preexisting claim; or (c) by
accepting delivery pursuant to a preexisting contract for purchase; or (d) generally, in
return for any consideration sufficient to support a simple contract.
(45) "Warehouse receipt" means a document of title issued by a person engaged in
the business of storing goods for hire.
(46) "Written" or "writing" includes printing, typewriting or any other intentional
reduction to tangible form.
(1959, P.A. 133, S. 1-201; 1963, P.A. 526, S. 1, 2; P.A. 76-369, S. 2, 3; P.A. 79-435, S. 53; P.A. 91-162, S. 16, 18; 91-304, S. 108-110; May Sp. Sess. P.A. 92-11, S. 11, 70; P.A. 01-132, S. 135-137; P.A. 02-131, S. 92; P.A. 04-64, S. 43.)
History: 1963 act substituted "credit" for "creditor" in Subdiv. (21) defining "honor" and defined what constitutes due
diligence in Subdiv. (27); P.A. 76-369 included sellers of minerals as sellers to which provisions apply in Subdiv. (9)
defining "buyer in ordinary course of business" and excluded interest of buyer of contract rights from consideration as
"security interest" in Subdiv. (37); P.A. 79-435 specified "certificated" securities in Subdivs. (5), (14) and (20); P.A. 91-162 amended Subdiv. (37) to specifically exclude consumer rent-to-own agreements, as defined in Sec. 42-240, from the
definition of "security interest"; P.A. 91-304 amended the definition of "holder" in Subdiv. (24) by defining holder separately with respect to "a negotiable instrument" and with respect to "a document of title", amended the definition of "money"
in Subdiv. (24) by replacing "as a part of its currency" with "and includes a monetary unit of account established by an
intergovernmental organization or by agreement between two or more nations", and amended the definition of "unauthorized signature or endorsement" in Subdiv. (43) by deleting an unauthorized "endorsement" as a defined term; May Sp.
Sess. P.A. 92-11 amended Subdiv. (44) to replace reference to Secs. "42a-4-208 and 42a-4-209" with Secs. "42a-4-210
and 42a-4-211"; P.A. 01-132 redefined "buyer in ordinary course of business" to rephrase provisions, add provision that
a person buys goods in the ordinary course if the sale 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 and add provision that 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, redefined "purchase" to include taking by security interest and redefined "security interest"
to rephrase provisions, include any interest of a consignor and a buyer of a payment intangible or a promissory note and
add provision re right of a seller or lessor of goods under article 2 to retain or acquire possession of the goods not being a
"security interest"; P.A. 02-131 redefined "security interest" in Subdiv. (37) by revising provisions re leases and rights of
sellers and lessors of goods; P.A. 04-64 amended definitions of "bearer", "bill of lading", "conspicuous", "delivery",
"document of title", "holder", "notice" of a fact, "notifies", "send" and "warehouse receipt" and made technical changes
to conform to revisions made to article 7 by the same act.
Consideration may be sizable and still be "nominal" within the meaning of this section, but the question of the intent
of the parties to a contract is always one of fact for the trial court. 165 C. 364, 368.
Holder is one who has right of recourse. 32 CS 179. Cited. 36 CS 506, 509, 510.
Subdiv. (1):
Cited. 38 CA 44, 50.
Subdiv. (3):
See Subdiv. (11) "contract".
Cited. 160 C. 468. Security interest may be applied to after acquired property by agreement of the parties. 168 C. 152.
Cited. 26 CS 336.
Subdiv. (9):
Annotation to former statute (1958 Rev., S. 40-60): "Buyer in ordinary course of trade" may include a subdealer
purchasing from trustee. 125 C. 633.
Cited. 31 CS 525.
Subdiv. (10):
Cited. 187 C. 405, 412. Cited. 206 C. 409, 416.
Cited. 31 CA 455, 471.
Definition limited to title 42a and not applicable to Home Solicitation Sales Act (chapter 740). 36 CS 506, 509.
Cited. 6 Conn. Cir. Ct. 482, 483.
Subdiv. (11):
See Subdiv. (3) "agreement".
Subdiv. (15):
"Document of title to goods" does not embrace a stock certificate; it must be an instrument referring to specific goods.
94 C. 609. Cited. 198 C. 624, 634.
Subdiv. (19):
Applied in case of bank presenting draft for acceptance. 105 C. 41. Cited. 182 C. 437, 442, Cited. 187 C. 637, 642.
Cited. 242 C. 17.
Subdiv. (20):
Cited. 182 C. 530, 531.
Cited. 1 CA 162, 164. Cited. 4 CA 376, 381.
Subdiv. (25):
Cited. 182 C. 437, 442.
Subdiv. (30):
See Sec. 42a-1-102.
Subdiv. (36):
Cited. 4 CA 58, 64.
Subdiv. (37):
See Sec. 42a-2-401.
Annotation to former statute (1958 Rev., S. 40-60): Security interest of entruster may be either lien or title. 129 C. 453.
Cited. 165 C. 364, 367. Security interest may be applied to after acquired property by agreement of the parties. 168 C.
152. Cited. 182 C. 437, 439. Cited. 198 C. 624, 634.
Cited. 25 CS 335. Cited. 36 CS 183, 186. Cited 40 CS 475, 477-479.
Cited. 5 Conn. Cir. Ct. 406.
Subdiv. (39):
Cited. 189 C. 518, 532.
Cited. 36 CS 586, 596.
Subdiv. (43):
Cited. 171 C. 63, 68.
Cited. 40 CS 70, 72, 73.
Sec. 42a-1-202. Prima facie evidence by third party documents. A document
in due form purporting to be a bill of lading, policy or certificate of insurance, official
weigher's or inspector's certificate, consular invoice, or any other document authorized
or required by the contract to be issued by a third party shall be prima facie evidence
of its own authenticity and genuineness and of the facts stated in the document by the
third party.
(1959, P.A. 133, S. 1-202.)
Cited. 165 C. 1.
Sec. 42a-1-203. Obligation of good faith. Every contract or duty within this title
imposes an obligation of good faith in its performance or enforcement.
(1959, P.A. 133, S. 1-203; P.A. 84-546, S. 99, 173.)
History: P.A. 84-546 substituted "enforcement" for "endorsement", in conformance with original act.
Cited. 153 C. 179. Cited. 193 C. 558, 566. Cited. 221 C. 530, 534. Cited. 241 C. 24.
Cited as Sec. 42a-203. 42 CS 302, 304.
Sec. 42a-1-204. Time; reasonable time; "seasonably". (1) Whenever this title
requires any action to be taken within a reasonable time, any time which is not manifestly
unreasonable may be fixed by agreement.
(2) What is a reasonable time for taking any action depends on the nature, purpose
and circumstances of such action.
(3) An action is taken "seasonably" when it is taken at or within the time agreed or
if no time is agreed at or within a reasonable time.
(1959, P.A. 133, S. 1-204.)
Cited. 183 C. 266, 272.
Subsec. (1):
Cited. 183 C. 266, 271.
Subsec. (2):
Cited. 172 C. 112, 122.
Sec. 42a-1-205. Course of dealing and usage of trade. (1) A course of dealing
is a sequence of previous conduct between the parties to a particular transaction which
is fairly to be regarded as establishing a common basis of understanding for interpreting
their expressions and other conduct.
(2) A usage of trade is any practice or method of dealing having such regularity of
observance in a place, vocation or trade as to justify an expectation that it will be observed
with respect to the transaction in question. The existence and scope of such a usage are
to be proved as facts. If it is established that such a usage is embodied in a written trade
code or similar writing the interpretation of the writing is for the court.
(3) A course of dealing between parties and any usage of trade in the vocation or
trade in which they are engaged or of which they are or should be aware give particular
meaning to and supplement or qualify terms of an agreement.
(4) The express terms of an agreement and an applicable course of dealing or usage
of trade shall be construed wherever reasonable as consistent with each other; but when
such construction is unreasonable express terms control both course of dealing and usage
of trade and course of dealing controls usage of trade.
(5) An applicable usage of trade in the place where any part of performance is to
occur shall be used in interpreting the agreement as to that part of the performance.
(6) Evidence of a relevant usage of trade offered by one party is not admissible
unless and until he has given the other party such notice as the court finds sufficient to
prevent unfair surprise to the latter.
(1959, P.A. 133, S. 1-205.)
Burden of proof for establishment of custom and usage is on defendant. 160 C. 468. Cited. 198 C. 624, 635. Cited. 216
C. 458, 468.
Subsec. (2):
Cited. 160 C. 468.
Subsec. (3):
Cited. 160 C. 468.
Subsec. (5):
Cited. 160 C. 468.
Sec. 42a-1-206. Statute of frauds for kinds of personal property not otherwise
covered. (1) Except in the cases described in subsection (2) of this section a contract
for the sale of personal property is not enforceable by way of action or defense beyond
five thousand dollars in amount or value of remedy unless there is some writing which
indicates that a contract for sale has been made between the parties at a defined or stated
price, reasonably identifies the subject matter, and is signed by the party against whom
enforcement is sought or by his authorized agent.
(2) Subsection (1) of this section does not apply to contracts for the sale of goods
nor of securities nor to security agreements.
(1959, P.A. 133, S. 1-206.)
See Sec. 42a-2-201 re statute of frauds and formal requirements of contract.
See Sec. 42a-9-203 re attachment and enforceability of security interest.
Cited. 172 C. 210, 216, 218.
Cited. 37 CS 751, 754.
Sec. 42a-1-207. Performance or acceptance under reservation of rights. (1) A
party who, 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) of this section does not apply to an accord and satisfaction.
(1959, P.A. 133, S. 1-207; P.A. 91-304, S. 111; May Sp. Sess. P.A. 92-11, S. 12, 70.)
History: P.A. 91-304 added Subsec. (2) making Subsec. (1) inapplicable to an accord and satisfaction; May Sp. Sess.
P.A. 92-11 made a technical change.
Cited. 186 C. 618, 621. Statute does not displace the common law of accord and satisfaction. 202 C. 277, 278, 280,
281, 283, 284, 286, 287, 289, 290.
Cited. 41 CS 130, 137.
Sec. 42a-1-208. Option to accelerate at will. A term providing that one party or
his successor in interest may accelerate payment or performance or require collateral
or additional collateral "at will" or "when he deems himself insecure" or in words of
similar import shall be construed to mean that he shall have power to do so only if he
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.
(1959, P.A. 133, S. 1-208.)
Cited. 178 C. 640, 646. Does not apply to real estate mortgage transactions. 183 C. 369, 372. Cited. 190 C. 756, 764.
Cited. 203 C. 407, 417.
Cited. 13 CA 712, 718, 720, 722, 723. Cited. 31 CA 455, 468.