PUBLIC LAW 88-243-DEC. 30, 19 : 71 S0at.] Commercial Code is enacted as Subtitle T of Title 28 of the District of Columbin Code, in which it shall be designated “Subtitle —Uni- form Commercial Code", and may be cited-as “D.C. Cote, § follows: SUBTITLE I—UNIFORM COMMERCIAL CODE h ¢ Public Law 88-243 PART 1— Hacer 9:90 AN ACT i Fo cant she Calton Commercial Code for the Dirt of Calin, and for §28:1—101 | her DurDO This sub i Be i enacted hy the Senate and House of, Representation of the mercial Co : Dinwicto ‘United States of America in Congress axsembled, That the Cuiform \ obligation: ‘ by chis sul a may by ag: i‘ of such ob festly unr: ; (The | unless of] 3 that the under subs j ARTICLE I—GENERAL PROVISIONS | Gh ns a) 2 Vaer 1—Snour Tite, CoxsTRUcTION, APPLICATION axD Stuyect Marten: the pl @) i paren " ee 335102 Purposes rules of construction: variation by sgreemen may? 108. Supplementeey general prin in apolteabe z 10k Contention agsiost imple peat. §28:1—10 ‘application of this eubiltle; parties! power to chovge Tintes « avencanie rinciples 108, Remedies to be liberally administered. princip ATHOP Walver or renunciation of cain of ight afer hreach, felative ¢ tnisrepres validating subject m by. subsec avoided. 1—205. Courae of dealing tnd usage of trade. ee eae Te onal property not oterwiae : an 3a—gr, Bete racine ander eervatin ois. RE SEEN ea IC (Q) Ex bears a re the partie stato or T eemen relation t- @) Ww the applic is effectiv flict ofl77 Star. PI DEC. 30, 1963 }631 PART 1—SHOR' {TRUCTION, APPLICA’ AND SU MATTER §28:1-101. Short title This subtitle shall be known and may be cited as Uniform Com- citetion of tutte. mercia} Code. (§ 2821-102, Purposes; rules of construction; variation by agree- ‘ment (1) This subtitle shall be liberally construed and applied to promote 7 f its adderiying punpones and police, eer a Pees to Promote __ C ated : (2) Underlying purposes And policies of this subtitle are “2 il 2) (a) to simplify, clarify and modernize the law governing com- Sele: aca ean , to permit the continued expansion of commercial practices a through enstom, usage nnd agreement of the parties; Appethece tA (c) to meke uniform the law among the various ‘pnidicona — Lh Fed Shep (3) The effect of provisions of this subtitle may be varied by w spent except as otervae provid i this subtitle nd ex a ae A _sibligations of good faith, difigenes, reasonableness an ty tis mabe aa nae ees agree! oat pers pelea iy ie bl yo Rie ewer ty ere of auch obligations is to 5 f standards ave not mani- Lau festly unrehsoable. pec 2e7. . “) Thre possenss in cerain récislondof this eubtite of the words ableas theese coreed oe wore of singer import does not imply that the effect of other provisions may not be varied by agreement tet mibrtion Gy (3) In this subtitle unless the context otherwise requires ; (a) words in the singular number include the-plnral, and in AZ the plural include the singular: (b) words of the masculine gender include the feminine and the e-> neuter, and when the sense so indicates words of the neuter gender may Tefer to any gender §28:1-103, Supplementary general principles of law,applicable ness digplacod by the particular provisions of this “ate the principles of jaw und equity, including the law merchant and the law * iio to caparily 40 eonteach, principal and agent, eatoppel, fraud, SoS deren caste ita eae ot thes fe dew galing OF tee ror invalidating eause shail supplement its Provisions Dag jit on! Construction against implicit repeal s yo aud ‘Thi subtitle being a general act intended a8 a vified coverage of its 2 saibject matter, no part af it shall be deemed to be impliedly repealed 2 By subsequent legislation if such construstion ean reasonably be § 28:1—105, Territorial application of this subtitle; parties’ power e to choose applicable law (1) Except as provided hereafter in this section, when transaction bears a zeasonable relation to the District and also to dsiatdor natior 4 Ws the parties may agree that the Taw 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 “Sneethe Bene follo f this subtitle specifi ys ere one of the following provisions of this subtitle specifies the epplicable law that provisiog governs and’ contrary agreement 72" Ly $C, 9 is effective only to the extent permitted by the law (including the con- Nodrert - Hiceof laws rales) so specified. Ge Rights of creditors against sold goods, Section 28:2—402. t Applicability of the aFtiole on balk deposits and collections. D ‘Section 98 :4—102. Lv ty éPUBLIC LAW 88-243-DEC. 30, 1963 (77 Star. Bulk transfers subject to the article on bulk transfers. Section 286-102. G Applicability of the aiticle ox investment securities. Section ‘Policy and scope of the article on secured transactions, See- tions 28-9108 and 28 :0—108. §28:1—106. Remedies to be liberally administered __(1). The remedies provided by this subtitle shall be liberally admin- istered to the end that the aggtieved party may be put in as good a YW Ponition as if the other party hud fully performed but neithersonee, AC ‘quential or special nc ‘damages may be had except as specifically Provided in this subtitle or By other rule of las. iy 2g fhny tight or obligation declared by this subtitle ig enforeesbie yy action unless the provision declaring it specifies a different. and limited effect. : §28:1—107. Waiver or renunciation of claim or right after breach ‘Any claim or right arising out of an alleged breach can be dis ly ca oe oe he pare without gonstdoration by a rritten xe or genunciation signed and delivered by the aggrieved part §28:1—108. Severability _ ~ If any provision or clause of this subtitle or application thereof to any person or circumstances is held invalid, such invalidity shall not lect other provisions or app ications of this subtitle which can be ivan effet trithout (he invalid provision or application, aad to this énd the provisions of this subtitle are declared to be severable, §28:1—109, Section captions ‘Section captions are parts of this subtitle. PART 2—GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION §28:1—201. General definitions «ditional definitions contained in the subsequent articles subtitle which are applicable to specific articles or parts there, and unless the context otherwise requires, in this subtitle: a) “Action” Jn the sense of judicial Droceeding includes recoup- ment, counterclaim, set-off, suit in equity and any other proceedings in phigh rights are determi ra oo Ay (3 ‘“Ragrieved party” means a party(entitled Jo resort to a remedy. (3) “Agreement” means the bargain of the parties in fact as found in their Janguage or by implication from other circumstances including course of dealing or usage of trade or course of performance as pro- vided in this subticle (sections 98:1--205 and 2908), 'Whether an ligreement has legal consequences is determined by the provisions of this subtitle, if applicable; otherwise by the law of contracts (section 28:10). (Compare “Contract”.) i : ™~"(@ “Bante? means any person engaged in the business of banking. ~~" (5) “Bearer” means the person in possession of an instrument, docu- ‘ment of title, or security payable to bearer or indorsed in blank. (6) “Bill of lading” means a document evidencing the receipt of ‘goods for shipment issued by a person engaged in the business of trans porting or forwarding goods, and includes an airbill. “Airbil]” means ‘a document serving for air transportation as a bill of iading does for marine or rail transportation, and includes an air consignment note or air waybill. 9% So 77 8eat.] PUB (7) “Branch” includ: of a bank. (8). “Burden of estab! the triers of fact that t1 its non-existence. (9) “Buyer in ordina faith and without of the ownership right: ‘goods buys in 0 foods of that kin be for cash or by exe unsecured credit and in under a preexisting con in bulk or as security fo debt. (10) “Conspicuous”: written that « reasonab: fo have noticed it, . Nnoortantx Bret oF La: of a form is “conspicuot or color. But in a t ‘Whether a term or clat the court, (11) “Contract” mea from the parties’ agreen applicable rules of law. 12) “Creditor” incl: a lien creditor and_an assignee for the benefit c im equity and an execut or assignor's estate. (13) “Defendant” in in a eross-action or cout (14) “Delivery” witl chattel paper of secur (ida) “District” me includes the District. (35) “Document. of dock receipt, warehoust and also any other doct or financing is treated possession of itis entitle and the goods it covers. purport to be issued by is in the bailee’s | fungible portions of an 16) “Fault” means 17) “Fungible” wit or securities of which + equivalent of any other bbe deemed fungible for under a particular agre equivalents. (18) “Genuine” mea: (19) “Good faith” m tion concerned. (20) “Holder” mean of title or an instrumet indorsed to him or tohA? Star} PUBLIC LAW 98-2... DEC. 30, 1969 8 meee ff Ara inchides « separately _inconparated foreign ‘branch fa) “Burden of establishing” a fact Sass thelurden of persusdi tho triers of fact cit the existence of the fact is Hoke prabable Tian Hts hon-exi: > q (9). “Buyer in ordinary course of business” means w person, who in good faith and without knowledge that the sale (o him ¥s in violation, ¢ i ot he ener RS interest of f third party in. the fesed, Le | goods Buys in ordinary course from a person in the business of selling gadis o— ‘goods of that kind but does not include a pawnbroker. “Buying” may ‘be for cash or by exchange of other property or on secured oF unsecured credit arat tnehades neludes receiving goods or documents of title idler a, preexisting contract for sale but does not include a transfer i poli oF ag security for or in total or partia! setisfaction of a money ebt. (10) “Conspicnous”: A tems ot clause is conspienous when it is so 7 cctten that n reasonable person against whom is to operate ought. 7+07Zc%™ FF rr——“‘i il “Spoernaner Bint ELF Lani) is conspicuots. Language in the body of a form is “conspicuous” if it is in Varger or other contrasting {pe y Gr color But ie a telegram ane atatad term eeopenae, Te Lex [bere Whether a term or elause is “conspicuous” or not is for devision by /c 7 oy the court, “~"(11) “Contract” means the total legal obligntion which results from the parties’ agreement as alfected by this eubtitle and any other 4 applicable rules of law. (Compare “Agreement” . u, fi 2) “Creditor” includes a general creditor, secured creditor, y¢¢5 Crfoery IF a lien creditor and any representative of creditors, tneliding, an ae aa designee for the benefit of creditors, a trustee in baukruptey, e receiver 70¥0 / a inequity and an executor or administrator of an insolvent debtor's i or ambignor’s estate. ; Lye tS 2S) Defendant” inctudes 1 person in the position of defendant 4.,s/3 # in a cross-action of counterclaim 3, ds ~~" GAY Delivery” seith respect to instruments, documents of title, 225 7? Cn hnltel paper oF securities mens rolantaay transfer of possession. 7.7..q 050° Tn) “District” means the District of Columbia; and “state” includes the District. 15) “Document of title” includes bill of lading, dock warrant, dock receipt, warehouse receipt or order for the de of goods, > sd also apy? gtter document viych in the regular COWS OY buries, fr Banc tronted ae adequately evidencing hat the person in jon of itis entitled to receive, hold and dispose of the document yd the zoos itcovers. ‘To bea darument6f title a docament ust rurpOrt to be issued by’ or addressed to a bailee and purport to cover te in the bailee’s possession wit th po ey identified or are ungible portions of an identified mass - & “Pault” means wrongful act, omission or breach. “Fungible™ with respect o goods or securities means goods or Wéurities of which any unit is, by nature or usage of trade, the ‘equivalent of any other {ike unit, Goods which are not fangible shall {je deemed fungible for the purposes of this subtitle to the extent that under a particular agreement¢ of document unlike units are treated a3 equivalents. i S178) “Genuine” means free of forgery or counterfeiting. (4d) “Good faith” means honesty in fact in the conduct oF transne- tion cononere : he ow’ (90) “Holder” means a person who is in possession of « document = 2” of title or an instrument or an investment security drawn, issued or 7 /€ idorsed to him or to his order or to bearer or in blank.PUBLIC LAW 88-243-DEC. 30, 1963, (77 Stat, 71 8rat.] “~ (21) To “honor” is to pay or to accept and pay, oF where a credit (35) “Represent s9 spgnges to puschase or discount draft complying withthe terms x cath tte, of the credit. any otlier person emperrered é (22) “Insolvency proceedings” includes any assignment for ¢] 6) Higlte iucludes ASHE vent af creditors br other proceings intended to Tiquidate: oe ) “Seeurity interest” “£4, ehubilitate the estate of the involved. fixtures which secures paym ucto™ (28) 4 person is “insolvent” who either has ceased to pay his debts retention or reservation of in the ordinary course of business or cannot pay his debts as they shipment or delivery to the | ‘become ave or is insolvent within the meaning of the federal bank. o, San of ae interest of a buyer of accou “Money” means a medium of exchange authorized or adopted is spbject to article 8. Th Zc weasnon tuners 2) a aa (25) A person has “notice” of a fact when. fit! section 28:2—401 is not a DP? (a) "ie has actual knowledge of 3 or ans cee tee rage OF cousigghament is inte {b) he has received a notice or notification of it; or from ail the facts and cjretimstances known fo hin at th tins ig quetion lle fang reason to know Unt Magee SSE hs” i A person “noms” or has “hnosledge” of a fhet when he has actual 2 4 Whether a lease is intended indcledan af fr “Diener Hesse” or e word or ghanae arte cofench case; however, (0) ior refers f0 Inowledge rather than fo reasoa to now: The time ‘af of itenif make the Cireamstances tuder which a notice Ov notifeation tay cease tbe Sy. i RS tifective are not determined by this subtitle. om the option ¢ Sy" G8) -A person “notifies” or “ives” a notice oF notification to another atonal consideration o DPL wy taking such steps4s may be reasonably requived to inform tie other in ordinary course whether or not such other actually comes to know ‘of it, A person “receives” a notice or notification when deposit in the mail or de (a) it comes to his attention; or means of communication w (b) itis duly delivered at the place of business through which for and properly address: the contract was made or at any other place held out by him as aulefress, specified thereon + the place for receipt of such communications. any address reasonable un NPC, (21) Notice, knowledge or a notice or notifiention received by an writing or notice within $ organization is effective for a particular transaction from the time properly sent has the effec wen i 35 brought to the attention of the individual condustng that (39) “Signed™ includes iminsaction, and in any event from the time when it would have been with present intention to 7 Lyought to his attention if the organization hed exercised due diligence. (40) “Surety” includes. An organization esemises-due-diligence if it_maintains_ reasonable (41) “Telegram” incluc routines for communicating significant information to the person con- le, any mechanical met CTicting the transaction and thera is retconable complianee with the (43) “Term” means tha particular matter. (43) “Cnauthorigad” « without actual, implied 01 (44) “Value”, Except tinhle inseraments end ba in, connect routines. Due diligence does not require an individual acting for the organization to communicate information unless such information is unless fre has renson to know of the trans. | action and that the transaction would be materially affected by the information. (28) “Onganization” includes « corporation, government or govern: >. 5 and 284-209) a person ental subdivision or agency, use sy atest Pater -estatetrust, partnership, 7%" > rol Qa tain for association, two or inore persons having a join terest, = 74725 for the extansion of ray ofr legaT or commercial entity. r the event of difiealts (28) “Party”, as distinct from “third party”, means a person who pear ot cine ‘has engaged in « transaction or made an agreement within this subtitle. {} as security fo {30) “Person” includes an individual or an organization (see sec- exipting claim OF tion, 38 1-108), 5 fo heating (31) “Presuraption” or “presumed” means that the trier of fect fy Pswase find che existence of the fact presuined unless and until evidence ) generally in “isThtroduced which would support a finding of its nonexistence. ‘ By eared popes (32) “Purchase” includes taking by sale, discount, negotiation, eaCet in thoviones gt: mortgage, pledge, lien, {asus or re-isue, gift or any other voluntary Ueda ANS) “Written” or *w transnetign creating an interest in property. vele: hee iia 4 (35) “Purchase ncunse parece who Takes by purchase. — 2 ither intentional redneti (34) “Ramet? means any remedial right to which an aggrieved Cue 5 yslen party is entitled with or without resort to tribunal.