Page:United States Statutes at Large Volume 77.djvu/663

 77 STAT. ]

PUBLIC LAW 88-243-DEC. 30, 1%3

PART 1—SHORT TITLE, CONSTRUCTION, APPLICATION A N D SUBJECT MATTER §28:1—lOL Short title This subtitle shall be Imown and may be cited as Uniform Commercial Code. §28:1—102. Purposes; rules of construction; variation by agreement (1) This subtitle shall be liberally construed and applied to promote its underlying purposes and policies. (2) Underlying purposes and policies of this subtitle are (a) to simplify, clarify and modernize the law governing commercial transactions; (b) to permit the continued expansion of commercial practices through custom, usage and agreement of the parties; (c) to make uniform the law among the various jurisdictions. (3) The effect of provisions of this subtitle may be varied by agreement, except as otherwise provided in this subtitle and except that the obligations of good faith, diligence, reasonableness and care prescribed by this subtitle 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. (4) The presence in certain provisions of this subtitle 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 subsection (3). (5) I n this subtitle unless the context otherwise requires (a) words in the singular number include the plural, and in the plural include the singular; (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. §28:1—103. Supplementary general principles of law applicable Unless displaced by the particular provisions of this subtitle, 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. §28:1—104. Construction against implicit repeal This subtitle being a general act intended as a unified coverage of its subj(Kit matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. § 28:1—105. Territorial application of this subtitle; parties' power to choose applicable law (1) Except as provided hereafter in this section, when a transaction bears a reasonable relation to the District and also to a state or nation the parties may agree that the law either of the District or of such state or nation shall govern their rights and duties. Failing such agreement this subtitle applies to transactions bearing an appropriate relation to the District. (2) Where one of the following provisions of this subtitle 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 28:2—402. Applicability of the article on bank deposits and collections. Section 28:4—102.

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