CHAPTER 401
UNIFORM COMMERCIAL CODE — GENERAL PROVISIONS
SHORT TITLE, CONSTRUCTION, APPLICATION AND SUBJECT MATTER.
401.102 Purposes; rules of construction; variation by agreement.
401.103 Supplementary general principles of law applicable.
401.104 Construction against implicit repeal.
401.105 Territorial application of chs.
401 to
411; parties' power to choose applicable law.
401.106 Remedies to be liberally administered.
401.107 Waiver or renunciation of claim or right after breach.
401.109 Section captions.
GENERAL DEFINITIONS AND PRINCIPLES
OF INTERPRETATION.
401.201 General definitions.
401.202 Prima facie evidence by third party documents.
401.203 Obligation of good faith.
401.204 Time; reasonable time; "seasonably".
401.205 Course of dealing and usage of trade.
401.206 Statute of frauds for kinds of personal property not otherwise covered.
401.207 Performance or acceptance under reservation of rights.
401.208 Option to accelerate at will.
401.209 Subordinated obligations.
SHORT TITLE, CONSTRUCTION, APPLICATION AND SUBJECT MATTER.
401.101
401.101
Short title. Chapters 401 to
411 shall be known and may be cited as uniform commercial code.
401.101 History
History: 1979 c. 177;
1991 a. 148,
304,
315.
401.102
401.102
Purposes; rules of construction; variation by agreement. 401.102(1)(1)
Chapters 401 to
411 shall be liberally construed and applied to promote its underlying purposes and policies.
401.102(2)(a)
(a) To simplify, clarify and modernize the law governing commercial transactions;
401.102(2)(b)
(b) To permit the continued expansion of commercial practices through custom, usage and agreement of the parties;
401.102(2)(c)
(c) To make uniform the law among the various jurisdictions.
401.102(3)
(3) The effect of
chs. 401 to
411 may be varied by agreement, except as otherwise provided in
chs. 401 to
411 and except that the obligations of good faith, diligence, reasonableness and care prescribed by
chs. 401 to
411 may not be disclaimed by agreement but the parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable.
401.102(4)
(4) The presence in certain provisions of
chs. 401 to
411 of the words "unless otherwise agreed" or words of similar import does not imply that the effect of other provisions may not be varied by agreement under
sub. (3).
401.102(5)(a)
(a) Words in the singular number include the plural, and in the plural include the singular;
401.102(5)(b)
(b) Words of the masculine gender include the feminine and the neuter, and when the sense so indicates words of the neuter gender may refer to any gender.
401.102 History
History: 1979 c. 89;
1991 a. 148,
304,
315.
401.103
401.103
Supplementary general principles of law applicable. Unless displaced by the particular provisions of
chs. 401 to
411 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.
401.103 History
History: 1979 c. 89;
1991 a. 148,
304,
315.
401.104
401.104
Construction against implicit repeal. Chapters 401 to
411 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.
401.104 History
History: 1979 c. 89;
1991 a. 148,
304,
315.
401.105
401.105
Territorial application of chs. 401 to 411;parties' power to choose applicable law. 401.105(1)
(1) Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties. Failing such agreement
chs. 401 to
411 apply to transactions bearing an appropriate relation to this state.
401.105(2)
(2) Where one of the following provisions of
chs. 401 to
411 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:
401.105 Note
NOTE: See 127.18 concerning conflicts between chs. 401 to 411 and ch. 127 concerning warehouse keepers and grain dealers security act.
401.105 Annotation
Reasonable relation and party autonomy under the uniform commercial code. Ryan, 63 MLR 219 (1979).
401.106
401.106
Remedies to be liberally administered. 401.106(1)(1) The remedies provided by
chs. 401 to
411 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
chs. 401 to
411 or by other rule of law.
401.106(2)
(2) Any right or obligation declared by
chs. 401 to
411 is enforceable by action unless the provision declaring it specifies a different and limited effect.
401.106 History
History: 1979 c. 89;
1991 a. 148,
304,
315.
401.107
401.107
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.
401.108
401.108
Severability. If any provision or clause of
chs. 401 to
409 or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of
chs. 401 to
409 which can be given effect without the invalid provision or application, and to this end the provisions of
chs. 401 to
409 are declared to be severable.
401.108 History
History: 1979 c. 89.
401.109 History
History: 1979 c. 89;
1993 a. 213.
GENERAL DEFINITIONS AND PRINCIPLES
OF INTERPRETATION.
401.201
401.201
General definitions. Subject to additional definitions contained in
chs. 402 to
411 which are applicable to specific chapters or parts thereof, and unless the context otherwise requires, in
chs. 401 to
411:
401.201(1)
(1) "Action" in the sense of a judicial proceeding includes recoupment, counterclaim, setoff, suit in equity and any other proceedings in which rights are determined.
401.201(2)
(2) "Aggrieved party" means a party entitled to resort to a remedy.
401.201(3)
(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
chs. 401 to
411 (
ss. 401.205 and
402.208). Whether an agreement has legal consequences is determined by
chs. 401 to
411, if applicable; otherwise by the law of contracts (
s. 401.103). (Compare "Contract".)
401.201(4)
(4) "Bank" means any person engaged in the business of banking.
401.201(5)
(5) "Bearer" means the person in possession of an instrument, document of title, or certificated security payable to bearer or endorsed in blank.
401.201(6)
(6) "Bill of lading" means a document evidencing the receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods, and includes an airbill. "Airbill" means a document serving for air transportation as a bill of lading does for marine or rail transportation, and includes an air consignment note or air waybill.
401.201(7)
(7) "Branch" includes a separately incorporated foreign branch of a bank.
401.201(8)
(8) "Burden of establishing" a fact means the burden of persuading the triers of fact that the existence of the fact is more probable than its nonexistence.
401.201(9)
(9) "Buyer in ordinary course of business" means a person who in good faith and without knowledge that the sale to the person is in violation of the ownership rights or security interest of a 3rd party in the goods buys in ordinary course from a person in the business of selling goods of that kind but does not include a pawnbroker. All persons who sell minerals or the like (including oil and gas) at wellhead or minehead shall be deemed to be persons in the business of selling goods of that kind. "Buying" may be for cash or by exchange of other property or on secured or unsecured credit and includes receiving goods or documents of title under a preexisting contract for sale but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.
401.201(10)
(10) "Conspicuous": A term or clause is conspicuous when it is so written that a reasonable person against whom it is to operate ought to have noticed it. A printed heading in capitals (as: NONNEGOTIABLE BILL OF LADING) is conspicuous. Language in the body of a form is "conspicuous" if it is in larger or other contrasting type or color. But in a telegram any stated term is "conspicuous". Whether a term or clause is "conspicuous" or not is for decision by the court.
401.201(11)
(11) "Contract" means the total legal obligation which results from the parties' agreement as affected by
chs. 401 to
411 and any other applicable rules of law. (Compare "Agreement".)
401.201(12)
(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.
401.201(13)
(13) "Defendant" includes a person in the position of defendant in a cross-action or counterclaim.
401.201(14)
(14) "Delivery" with respect to instruments, documents of title, chattel paper or certificated securities means voluntary transfer of possession.
401.201(15)
(15) "Document of title" includes bill of lading, dock warrant, dock receipt, warehouse receipt or order for the delivery of goods, and also any other document which in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold and dispose of the document and the goods it covers. To be a document of title a document must purport to be issued by or addressed to a bailee and purport to cover goods in the bailee's possession which are either identified or are fungible portions of an identified mass.
401.201(16)
(16) "Fault" means wrongful act, omission or breach.
401.201(17)
(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
chs. 401 to
411 to the extent that under a particular agreement or document unlike units are treated as equivalents.
401.201(18)
(18) "Genuine" means free of forgery or counterfeiting.
401.201(19)
(19) "Good faith" means honesty in fact in the conduct or transaction concerned.
401.201(20)
(20) "Holder", with respect to a negotiable instrument, means the person in possession if the instrument is payable to bearer or, in the case of an instrument payable to an identified person, if the identified person is in possession. "Holder", with respect to a document of title, means the person in possession if the goods are deliverable to bearer or to the order of the person in possession.
401.201(21)
(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.
