AB480-ASA1,16,3
1(2) In the absence of an agreement under sub. (1), and except as provided in
2sub. (3), chs. 401 to 411 apply to transactions bearing an appropriate relation to this
3state.
AB480-ASA1,16,6 4(3) If one of the following provisions of chs. 401 to 411 specifies the applicable
5law, that provision governs and a contrary agreement is effective only to the extent
6permitted by the law so specified:
AB480-ASA1,16,77 (a) Section 402.402.
AB480-ASA1,16,88 (b) Sections 411.105 and 411.106.
AB480-ASA1,16,99 (c) Section 404.102.
AB480-ASA1,16,1010 (d) Section 410.507.
AB480-ASA1,16,1111 (e) Section 405.116.
AB480-ASA1,16,1212 (f) Section 406.103.
AB480-ASA1,16,1313 (g) Section 408.110.
AB480-ASA1,16,1414 (h) Sections 409.301 through 409.307.
AB480-ASA1,16,17 15401.302 Variation by agreement. (1) Except as otherwise provided in sub.
16(2) or elsewhere in chs. 401 to 411, the effect of provisions of chs. 401 to 411 may be
17varied by agreement.
AB480-ASA1,16,23 18(2) The obligations of good faith, diligence, reasonableness, and care prescribed
19by chs. 401 to 411 may not be disclaimed by agreement. The parties, by agreement,
20may determine the standards by which the performance of those obligations is to be
21measured if those standards are not manifestly unreasonable. Whenever chs. 401
22to 411 require any action to be taken within a reasonable time, any time which is not
23manifestly unreasonable may be fixed by agreement.
AB480-ASA1,17,3
1(3) The presence in certain provisions of chs. 401 to 411 of the phrase "unless
2otherwise agreed," or words of similar import, does not imply that the effect of other
3provisions may not be varied by agreement under this section.
AB480-ASA1,17,6 4401.303 Course of performance, course of dealing, and usage of trade.
5(1)
A "course of performance" is a sequence of conduct between the parties to a
6particular transaction that exists if any of the following apply:
AB480-ASA1,17,87 (a) The agreement of the parties with respect to the transaction involves
8repeated occasions for performance by a party.
AB480-ASA1,17,119 (b) The other party, with knowledge of the nature of the performance and
10opportunity for objection to it, accepts the performance or acquiesces in it without
11objection.
AB480-ASA1,17,15 12(2) A "course of dealing" is a sequence of conduct concerning previous
13transactions between the parties to a particular transaction that is fairly to be
14regarded as establishing a common basis of understanding for interpreting their
15expressions and other conduct.
AB480-ASA1,17,21 16(3) A "usage of trade" is any practice or method of dealing having such
17regularity of observance in a place, vocation, or trade as to justify an expectation that
18it will be observed with respect to the transaction in question. The existence and
19scope of such a usage are to be proved as facts. If it is established that such a usage
20is embodied in a trade code or similar record, the interpretation of the record is a
21question of law.
AB480-ASA1,18,3 22(4) A course of performance or course of dealing between the parties or usage
23of trade in the vocation or trade in which they are engaged or of which they are or
24should be aware is relevant in ascertaining the meaning of the parties' agreement,
25may give particular meaning to specific terms of the agreement, and may

1supplement or qualify the terms of the agreement. A usage of trade applicable in the
2place in which part of the performance under the agreement is to occur may be so
3utilized as to that part of the performance.
AB480-ASA1,18,7 4(5) Except as otherwise provided in sub. (6), the express terms of an agreement
5and any applicable course of performance, course of dealing, or usage of trade must
6be construed whenever reasonable as consistent with each other. If such a
7construction is unreasonable, all of the following apply:
AB480-ASA1,18,98 (a) Express terms prevail over course of performance, course of dealing, and
9usage of trade.
AB480-ASA1,18,1010 (b) Course of performance prevails over course of dealing and usage of trade.
AB480-ASA1,18,1111 (c) Course of dealing prevails over usage of trade.
AB480-ASA1,18,13 12(6) Subject to s. 402.209, a course of performance is relevant to show a waiver
13or modification of any term inconsistent with the course of performance.
AB480-ASA1,18,16 14(7) Evidence of a relevant usage of trade offered by one party is not admissible
15unless that party has given the other party notice that the court finds sufficient to
16prevent unfair surprise to the other party.
AB480-ASA1,18,18 17401.304 Obligation of good faith. Every contract or duty within chs. 401 to
18411 imposes an obligation of good faith in its performance and enforcement.
AB480-ASA1,18,23 19401.305 Remedies to be liberally administered. (1) The remedies
20provided by chs. 401 to 411 must be liberally administered to the end that the
21aggrieved party may be put in as good a position as if the other party had fully
22performed but neither consequential or special damages nor penal damages may be
23had except as specifically provided in chs. 401 to 411 or by other rule of law.
AB480-ASA1,18,25 24(2) Any right or obligation declared by chs. 401 to 411 is enforceable by action
25unless the provision declaring it specifies a different and limited effect.
AB480-ASA1,19,3
1401.306 Waiver or renunciation of claim or right after breach. A claim
2or right arising out of an alleged breach may be discharged in whole or in part without
3consideration by agreement of the aggrieved party in an authenticated record.
AB480-ASA1,19,9 4401.307 Prima facie evidence by 3rd-party documents. A document in
5due form purporting to be a bill of lading, policy or certificate of insurance, official
6weigher's or inspector's certificate, consular invoice, or any other document
7authorized or required by the contract to be issued by a 3rd party shall be prima facie
8evidence of its own authenticity and genuineness and of the facts stated in the
9document by the 3rd party.
AB480-ASA1,19,14 10401.308 Performance or acceptance under reservation of rights. (1)
11A party that with explicit reservation of rights performs or promises performance or
12assents to performance in a manner demanded or offered by the other party does not
13thereby prejudice the rights reserved. Such words as "without prejudice," "under
14protest," or the like are sufficient.
AB480-ASA1,19,15 15(2) Subsection (1) does not apply to an accord and satisfaction.
AB480-ASA1,19,22 16401.309 Option to accelerate at will. A term providing that one party or
17that party's successor in interest may accelerate payment or performance or require
18collateral or additional collateral "at will" or when the party "deems itself insecure,"
19or words of similar import, means that the party has power to do so only if that party
20in good faith believes that the prospect of payment or performance is impaired. The
21burden of establishing lack of good faith is on the party against which the power has
22been exercised.
AB480-ASA1,20,3 23401.310 Subordinated obligations. An obligation may be issued as
24subordinated to performance of another obligation of the person obligated, or a
25creditor may subordinate its right to performance of an obligation by agreement with

1either the person obligated or another creditor of the person obligated.
2Subordination does not create a security interest as against either the common
3debtor or a subordinated creditor.
AB480-ASA1, s. 9 4Section 9. 402.202 (1) of the statutes is amended to read:
AB480-ASA1,20,65 402.202 (1) By course of dealing or usage of trade (s. 401.205 401.303) or by
6course of performance (s. 402.208);
AB480-ASA1, s. 10 7Section 10. 402.208 (2) of the statutes is amended to read:
AB480-ASA1,20,138 402.208 (2) The express terms of the agreement and any such course of
9performance, as well as any course of dealing and usage of trade, shall be construed
10whenever reasonable as consistent with each other; but when such construction is
11unreasonable, express terms shall control course of performance and course of
12performance shall control both course of dealing and usage of trade (s. 401.205
13401.303).
AB480-ASA1, s. 11 14Section 11. 403.103 (1) (j) of the statutes is amended to read:
AB480-ASA1,20,1615 403.103 (1) (j) "Prove" with respect to a fact means to meet the burden of
16establishing a fact, as defined in s. 401.201 (8) (2) (e).
AB480-ASA1, s. 12 17Section 12. 407.102 (1) (e) of the statutes is amended to read:
AB480-ASA1,20,1918 407.102 (1) (e) "Document" means document of title as defined in s. 401.201 (2)
19(i)
.
AB480-ASA1, s. 13 20Section 13. 407.103 (2) of the statutes is amended to read:
AB480-ASA1,21,221 407.103 (2) This chapter does not repeal or modify any laws prescribing the
22form or contents of documents of title or the services or facilities to be afforded by
23bailees, or otherwise regulating bailees' businesses in respects not specifically dealt
24with herein; but the fact that such laws are violated does not affect the status of a

1document of title which otherwise complies with the definition of a document of title
2in s. 401.201 (2) (i).
AB480-ASA1, s. 14 3Section 14. 410.106 (1) of the statutes is amended to read:
AB480-ASA1,21,164 410.106 (1) The time of receipt of a payment order or communication canceling
5or amending a payment order is determined by the rules applicable to receipt of a
6notice stated in s. 401.201 (26) (b) 401.202 (6). A receiving bank may fix a cutoff time
7or times on a funds-transfer business day for the receipt and processing of payment
8orders and communications canceling or amending payment orders. Different cutoff
9times may apply to payment orders, cancellations, or amendments, or to different
10categories of payment orders, cancellations, or amendments. A cutoff time may
11apply to senders generally or different cutoff times may apply to different senders
12or categories of payment orders. If a payment order or communication canceling or
13amending a payment order is received after the close of a funds-transfer business
14day or after the appropriate cutoff time on a funds-transfer business day, the
15receiving bank may treat the payment order or communication as received at the
16opening of the next funds-transfer business day.
AB480-ASA1, s. 15 17Section 15. 410.204 (2) of the statutes is amended to read:
AB480-ASA1,21,2018 410.204 (2) Reasonable time under sub. (1) may be fixed by agreement as stated
19in s. 401.204 401.302 (1), but the obligation of a receiving bank to refund payment
20as stated in sub. (1) may not otherwise be varied by agreement.
AB480-ASA1, s. 16 21Section 16. 411.501 (4) of the statutes is amended to read:
AB480-ASA1,21,2322 411.501 (4) Except as otherwise provided in s. 401.106 401.305 (1), this chapter
23or the lease agreement, the rights and remedies in subs. (2) and (3) are cumulative.
AB480-ASA1, s. 17 24Section 17. 706.08 (4) (c) of the statutes is amended to read:
AB480-ASA1,22,2
1706.08 (4) (c) The person conveys an interest in land as trustee to a good faith
2purchaser, as defined in s. 401.201 (33) (2) (qm).
AB480-ASA1, s. 18 3Section 18. 893.36 (1g) (a) of the statutes is amended to read:
AB480-ASA1,22,54 893.36 (1g) (a) "Buyer in ordinary course of business" has the meaning
5provided by s. 401.201 (9) (2) (em).
AB480-ASA1, s. 19 6Section 19. Initial applicability.
AB480-ASA1,22,87 (1) This act first applies to transactions entered into on the effective date of this
8subsection.
AB480-ASA1, s. 20 9Section 20. Effective date.
AB480-ASA1,22,1110 (1) This act takes effect on the first day of the 3rd month beginning after
11publication.
Loading...
Loading...