CHAPTER 401
UNIFORM COMMERCIAL CODE — GENERAL PROVISIONS
SUBCHAPTER I
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.
SUBCHAPTER II
GENERAL DEFINITIONS AND PRINCIPLES
OF INTERPRETATION
401.201 General definitions.
401.202 Prima facie evidence by 3rd-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.
401.103 Annotation
Although a claim for misrepresentation may "supplement" the provisions of the UCC, it may not supplant them. A bank customer's failure to comply with ss. 403.406 and 404.406 precluded the customer's claim for strict-liability misrepresentation. Weber, Leicht, Gohr & Associates v. Liberty Bank, 2000 WI App 249,
239 Wis. 2d 461,
620 N.W.2d 472,
99-1557.
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(2)(e)
(e) Sections 409.301 to
409.307 on law governing perfection, the effect of perfection or nonperfection, and the priority of security interests and agricultural liens.
401.105 Note
NOTE: See s. 127.18 concerning conflicts between chs. 401 to 411 and ch. 127, the warehouse keepers and grain dealers security act.
