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Claims to an instrument. A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds.
It does not apply to any transaction intended to operate only as a security transaction. However, the Article does not impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers. In some circumstances, the UCC has been held not to be applicable to a franchise.
Note that the UCC is applicable in sales, leases, negotiable instruments, bank deposits, funds transfers, letters of credit, bulk transfers and bulk sales, warehouse receipts, bills of lading and other documents of title, investment securities, and secured transactions of commercial transactions.
The Uniform Commercial Code (UCC), first published in 1952, is one of a number of Uniform Acts that have been established as law with the goal of harmonizing the laws of sales and other commercial transactions across the United States through UCC adoption by all 50 states, the District of Columbia, and the Territories ...
Basically, the UCC will not apply to your contract unless it meets at least one of the triggers that the law defines. These include: Goods: Article 2 of the UCC, which governs contracts, limits its application to contracts involving the sale and purchase of goods in the amount of $500 or more.
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UCC 1-103 is a provision of the Uniform Commercial Code titled \u201cConstruction of Uniform Commercial Code to Promote its Purposes and Policies: Applicability of Supplemental Principles of Law\u201d.
§ 28:1\u2013308. Performance or acceptance under reservation of rights. (a) A party that with explicit reservation of rights performs, promises performance, or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved.
Section 3-603: Tender of Payment Section 3\u2013603. (a) If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of tender is governed by principles of law applicable to tender of payment under a simple contract.
Created by the National Conference of Commissioners on Uniform State Laws (NCCUSL) and the American Law Institute (ALI), the primary purpose of the UCC is to make business activities consistent and therefore efficient, across all U.S. states.
§ 28:1\u2013308. Performance or acceptance under reservation of rights. (a) A party that with explicit reservation of rights performs, promises performance, or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved.

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