My opinions on the issues facing Missouri voters this November 2nd

Here is my opinion on the upcoming Missouri amendments and propositions.  You probably already know this, but an amendment changes the law of the land, and a propositions changes the legal code which tells government employees how to enforce the law.

Constitutional Amendment 1 (Proposed by legislation)

“Shall the Missouri Constitution be amended to require the office of county assessor to be an elected position in all counties with a charter form of government, except counties with a population between 600,001-699,999?

YES I support this effort however I believe the exemption is unconstitutional so it probably will be challenged if it passes.

Constitutional Amendment 2 (Proposed by legislation) Shall the Missouri Constitution be amended to require that all real property used as a homestead by Missouri citizens who are former prisoners of war and have a total service-connected disability be exempt from property taxes?

NO I do not support this measure because it creates a special status situation.  The 4th amendment of the US Constitution explains the responsibility of American government to respect the rights of private property.  When you register and pay your government according to how much property you control, this basic right turns into a government granted prev ledge.  This should read “all real property used as a homestead by Missouri citizens shall be exempt from property taxes.”

Constitutional Amendment 3Shall the Missouri Constitution be amended to prevent the state, counties, and other political subdivisions from imposing any new tax, including a sales tax, on the sale or transfer of homes or any other real estate?
YES I support this because it uses the constitution to prevent government invasion into our lives and how we manage our private property.

Proposition A (Proposed by initiative petition) Earnings Taxes

“Shall Missouri law be amended to:

• repeal the authority of certain cities to use earnings taxes to fund their budgets;

• require voters in cities that currently have an earnings tax to approve continuation of such tax at the next general municipal election and at an election held every 5 years thereafter;

• require any current earnings tax that is not approved by the voters to be phased out over a period of 10 years; and,

• prohibit any city from adding a new earnings tax to fund their budget?”

YES I support this.  Government should be funded by consumption taxes collected by the merchants benefiting from the security and productivity increases allowed by the existence of government.  A free American should never be required to report his earnings to his government at any level.

Proposition B (Proposed by initiative petition) Dog Kennels & Owners – Agriculture

“Shall Missouri law be amended to:

• require large-scale dog breeding operations to provide each dog under their care with sufficient food, clean water, housing and space; necessary veterinary care; regular exercise and adequate rest between breeding cycles;

• prohibit any breeder from having more than 50 breeding dogs for the purpose of selling their puppies as pets; and

• create a misdemeanor crime of “puppy mill cruelty” for any violations?”

NO I appose this for many reasons.  The most dominant is the fact that we already have good laws regarding this industry.  This law opens the door for government interference in the private business of the people living in Missouri.

October 26, 2010 Subscribe | Unsubscribe

Senator Luann Ridgeway – Serving Clay County
Website | Contact Me | Biography | Newsroom

 

Tuesday, November 2nd General Election Day 

Statewide Ballot Measures

On Tuesday, November 2nd, Missourians across the state will head to the polls to cast their vote in this year’s general election.  You will be voting on candidates for various offices, plus you have the opportunity to vote on several proposals that, if adopted, will change our state laws or Constitution. These ballot measures cover topics ranging from taxes to regulations on agriculture. I want to provide you with a brief outline of these proposals to help you make informed choices on election day.

Constitutional Amendment 1 (Proposed by legislation)

“Shall the Missouri Constitution be amended to require the office of county assessor to be an elected position in all counties with a charter form of government, except counties with a population between 600,001-699,999?

It is estimated this proposal will have no costs or savings to state or local governmental entities. (Estimate by State Auditor.) Of the two counties with a charter form of government and an appointed assessor, this proposal affects only St. Louis County (Jackson County is exempted). By 74-26%, St. Louis County voters passed a ballot proposal in August to elect their county assessor, which is also the intent of the proposed constitutional amendment.

Clay County voters currently elect our assessor.  However, there have been proposals to change Clay County to a charter form of government.  Depending on how the charter is drafted, it could remove the power of Clay County residents to elect our assessor. If you are okay with the possibility that our county assessor could be hired by other elected officials (and therefore not elected by the voters), you may choose to vote “no”. On the other hand, if you want to ensure that our county assessor is always elected and therefore directly accountable to the voters, you should vote “yes”.

Constitutional Amendment 2 (Proposed by legislation) Shall the Missouri Constitution be amended to require that all real property used as a homestead by Missouri citizens who are former prisoners of war and have a total service-connected disability be exempt from property taxes?

The number of qualified former prisoners of war and the amount of each exemption are unknown, however, because the number who meet the qualifications is expected to be small, the cost to local governmental entities should be minimal. Revenue to the state blind pension fund may be reduced by $1,200. (Estimate by State Auditor.)  Most property taxes go to public schools and the estimated reduction to schools and all local governments is $186,717.

Constitutional Amendment 3Shall the Missouri Constitution be amended to prevent the state, counties, and other political subdivisions from imposing any new tax, including a sales tax, on the sale or transfer of homes or any other real estate?

If approved, this proposed constitutional amendment would prohibit a new tax, including a sales tax, upon the sale or transfer of real estate.  Since these transactions are not currently taxed, the adoption of this amendment would have no impact on state or local tax revenues.  Opponents of this measure tend to be those who generally don’t like carving out more items for tax exemption, which further complicates our tax code.  Also, many people would like to see some form of “Fair Tax” imposed in Missouri, which would eliminate the state income tax and replace it with a broad-based sales tax, which may include some form of taxation on the sale of real estate.   If your views fall into either one of these categories, you may choose to vote “No”.  Supporters of this amendment want to ensure that real estate transactions continue to remain tax-free.  A “yes” vote supports this position.

Proposition A (Proposed by initiative petition) Earnings Taxes

“Shall Missouri law be amended to:

• repeal the authority of certain cities to use earnings taxes to fund their budgets;

• require voters in cities that currently have an earnings tax to approve continuation of such tax at the next general municipal election and at an election held every 5 years thereafter;

• require any current earnings tax that is not approved by the voters to be phased out over a period of 10 years; and,

• prohibit any city from adding a new earnings tax to fund their budget?”

The proposal could eliminate certain city earnings taxes. For 2010, Kansas City and the City of St. Louis budgeted earnings tax revenue of $199.2 million and $141.2 million, respectively. Reduced earnings tax deductions could increase state revenues by $4.8 million. The total cost or savings to state and local governmental entities is unknown. (Estimate by State Auditor.) St. Louis and Kansas City collect earnings tax from those who live in or work in these cities. This proposal would allow voters in these cities to decide whether to continue or phase out the earnings tax. Also, this proposal would prohibit any other cities from enacting an earnings tax.

If you support the ability of cities to tax your earnings, then you would vote “no” as this vote will continue to allow earnings taxes. If you want to eliminate the Kansas City Earnings Tax (which equals 1% of your wages) or at least want the chance to vote on whether this tax should be kept or repealed, you should vote “yes”.  Also, if you want to prevent other cities around the state (including Liberty, Smithville, Gladstone, etc.) from ever imposing an earnings tax on your income, you should also vote “yes”.

Proposition B (Proposed by initiative petition) Dog Kennels & Owners – Agriculture

“Shall Missouri law be amended to:

• require large-scale dog breeding operations to provide each dog under their care with sufficient food, clean water, housing and space; necessary veterinary care; regular exercise and adequate rest between breeding cycles;

• prohibit any breeder from having more than 50 breeding dogs for the purpose of selling their puppies as pets; and

• create a misdemeanor crime of “puppy mill cruelty” for any violations?”

It is estimated state governmental entities will incur costs of $654,768 (on-going costs of $521,356 and one-time costs of $133,412). Some local governmental entities may experience costs related to enforcement activities and savings related to reduced animal care activities. (Estimate by State Auditor.) This proposal is backed by the Humane Society of the United States (HSUS), which has become a very controversial organization.  It is also backed by local animal rights activists.  Interestingly, I received an e-mail from such an activist, who had this to say about the measure: “Admittedly there are both pros and cons to the intricacies of this particular proposition. It is not written as thoroughly and as perfectly as all animal welfare advocates would hope, and it IS another law in a pile of laws that have not been successfully enforced throughout our state. In addition, if all goes as planned, many mills will close due to not being willing or able to abide by the new regulations which will result in thousands of dogs being displaced and needing homes. Missouri shelters probably WILL see an increase in intake should this pass…. Are we certain that all puppy mills will be “cleaned up” and/or “wiped out” if Prop B passes? No, we’re not.”

According to the Missouri Farm Bureau (which generally supports all Missouri agriculture interests) this ballot proposal would impose “unaffordable and unnecessary regulations on reputable dog breeders. Moreover, breeders who are bad actors that do not comply with existing laws and regulations will not be affected by more regulations.” The Missourians for Animal Care Coalition (www.missourifac.com), including MFB, opposes Prop. B and supports the newly formed Alliance for Truth (www.alliancefortruth.com).

It is generally thought that this measure will pass, even though both proponents and opponents of the measure agree that this will be just another law that won’t be enforced.  Why?  Because the enforcement is mostly at the county or municipal level and, for whatever reason, current laws just aren’t enforced by many county prosecutors.  There are probably as many reasons for this as there are prosecutors (strained budgets require them to concentrate on crimes against persons is one I’ve heard).  Other opponents are concerned that this law is only the beginning of the HSUS agenda that they believe will lead to more laws preventing standard practices for dairy, beef, poultry and pork production.  This issue is very emotional as no one wants to see animals suffer.  However, both supporters and opponents of this measure seem to agree that the outcome won’t do much to stop “bad actors” involved in dog breeding or kenneling.

 

 

Contact Information
Capitol Office
State Capitol Building 

Room 221
Jefferson City, MO  65101

 

Website:
http://www.senate.mo.gov/ridgeway
Phone Number:
(toll-free) 866.875.8348  

573.751.2547

 

 

 

Uniform Commercial Code

As many of you know, I have been doing some intense research lately about what exactly is going on around here.  I have recently learned some very important information that I think is worth sharing.  I captured the following text from the Cornell University Law Library.  They began posting law references way back in the early 90s.  This is the entire Uniform Commercial Code.  This is the law of the land in America since 1930.  The Constitution was mostly set aside because of bankruptcy proceedings and was replaced with this.

Please copy and paste this into a document and print a copy for reference.  This is the law of the land.  The better you understand this the safer you will be in the coming months.

Enjoy

U.C.C. – ARTICLE 1 – GENERAL PROVISIONS

PART 1. GENERAL PROVISIONS [Table of Contents]

§ 1-101. Short Titles.

(a) This [Act] may be cited as the Uniform Commercial Code.

(b) This article may be cited as Uniform Commercial Code-General Provisions.

§ 1-102. Scope of Article.

This article applies to a transaction to the extent that it is governed by another article of [the Uniform Commercial Code].

§ 1-103. Construction of [Uniform Commercial Code] to Promote its Purposes and Policies: Applicability of Supplemental Principles of Law.

(a) [The Uniform Commercial Code] must be liberally construed and applied to promote its underlying purposes and policies, which are: (1) to simplify, clarify, and modernize the law governing commercial transactions; (2) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and (3) to make uniform the law among the various jurisdictions.

(b) Unless displaced by the particular provisions of [the Uniform Commercial Code], 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, and other validating or invalidating cause supplement its provisions.

§ 1-104. Construction Against Implied Repeal.

[The Uniform Commercial Code] 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.

§ 1-105. Severability.

If any provision or clause of [the Uniform Commercial Code] or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of [the Uniform Commercial Code] which can be given effect without the invalid provision or application, and to this end the provisions of [the Uniform Commercial Code] are severable.

§ 1-106. Use of Singular and Plural; Gender.

In [the Uniform Commercial Code], unless the statutory context otherwise requires: (1) words in the singular number include the plural, and those in the plural include the singular; and (2) words of any gender also refer to any other gender.

§ 1-107. Section Captions.

Section captions are part of [the Uniform Commercial Code].

§ 1-108. Relation to Electronic Signatures in Global and National Commerce Act.

This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., except that nothing in this article modifies, limits, or supersedes Section 7001(c) of that Act or authorizes electronic delivery of any of the notices described in Section 7003(b) of that Act.

PART 2. GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION [Table of Contents]

§ 1-201. General Definitions.

(a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of [the Uniform Commercial Code] that apply to particular articles or parts thereof, have the meanings stated.

(b) Subject to definitions contained in other articles of [the Uniform Commercial Code] that apply to particular articles or parts thereof:

(1) “Action“, in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined.

(2) “Aggrieved party” means a party entitled to pursue a remedy.

(3) “Agreement“, as distinguished from “contract“, means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303.

(4) “Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company.

(5) “Bearer” means a person in possession of a negotiable instrument, document of title, or certificated security that is 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 transporting or forwarding goods.

(7) “Branch” includes a separately incorporated foreign branch of a bank.

(8) “Burden of establishing” a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence.

(9) “Buyer in ordinary course of business” means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller’s own usual or customary practices. A person that sells oil, gas, or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Article 2 may be a buyer in ordinary course of business. “Buyer in ordinary course of business” does not include a person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(10) “Conspicuous“, with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. Whether a term is “conspicuous” or not is a decision for the court. Conspicuous terms include the following: (A) a heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and (B) language in the body of arecord or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language.

(11) “Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes.

(12) “Contract“, as distinguished from “agreement“, means the total legal obligation that results from the parties’ agreement as determined by [the Uniform Commercial Code] as supplemented by any other applicable laws.

(13) “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.

(14) “Defendant” includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim.

(15) “Delivery“, with respect to an instrument, document of title, or chattel paper, means voluntary transfer of possession.

(16) “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.

(17) “Fault” means a default, breach, or wrongful act or omission.

(18) “Fungible goods” means: (A) goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or (B) goods that by agreement are treated as equivalent.

(19) “Genuine” means free of forgery or counterfeiting.

(20) “Good faith,” except as otherwise provided in Article 5, means honesty in fact and the observance of reasonable commercial standards of fair dealing.

(21) “Holder” means: (A) the person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in possession; or (B) the person in possession of a document of title if the goods are deliverable either to bearer or to the order of the person in possession.

(22) “Insolvency proceeding” includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.

(23) “Insolvent” means: (A) having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute; (B) being unable to pay debts as they become due; or (C) being insolvent within the meaning of federal bankruptcy law.

(24) “Money” means a medium of exchange currently authorized or adopted by a domestic or foreign government. Theterm includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more countries.

(25) “Organization” means a person other than an individual.

(26) “Party“, as distinguished from “third party”, means a person that has engaged in a transaction or made an agreementsubject to [the Uniform Commercial Code].

(27) “Person” means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, public corporation, or any other legal or commercial entity.

(28) “Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into or, if an interest rate is not so specified, a commercially reasonable rate that takes into account the facts and circumstances at the time the transaction is entered into.

(29) “Purchase” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.

(30) “Purchaser” means a person that takes by purchase.

(31) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(32) “Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.

(33) “Representative” means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate.

(34) “Right” includes remedy.

(35) “Security interest” means an interest in personal property or fixtures which secures payment or performance of an obligation. “Security interest” includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction that is subject to Article 9. “Security interest” does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under Section 2-505, the rightof a seller or lessor of goods under Article 2 or 2A to retain or acquire possession of the goods is not a “security interest”, but a seller or lessor may also acquire a “security interest” by complying with Article 9. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under Section 2-401 is limited in effect to a reservation of a “security interest.” Whether a transaction in the form of a lease creates a “security interest” is determined pursuant to Section 1-203.

(36) “Send” in connection with a writingrecord, or notice means: (A) to deposit in the mail or deliver for transmission by any other usual means of communication with postage or cost of transmission provided for and properly addressed and, in the case of an instrument, to an address specified thereon or otherwise agreed, or if there be none to any address reasonable under the circumstances; or (B) in any other way to cause to be received any record or notice within the time it would have arrived if properly sent.

(37) “Signed” includes using any symbol executed or adopted with present intention to adopt or accept a writing.

(38) “State” means a State of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(39) “Surety” includes a guarantor or other secondary obligor.

(40) “Term” means a portion of an agreement that relates to a particular matter.

(41) “Unauthorized signature” means a signature made without actual, implied, or apparent authority. The term includes a forgery.

(42) “Warehouse receipt” means a receipt issued by a person engaged in the business of storing goods for hire.

(43) “Writing” includes printing, typewriting, or any other intentional reduction to tangible form. “Written” has a corresponding meaning.

§ 1-202. Notice; Knowledge.

(a) Subject to subsection (f), a person has “notice” of a fact if the person: (1) has actual knowledge of it; (2) has received a notice or notification of it; or (3) from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.

(b) “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.

(c) “Discover“, “learn“, or words of similar import refer to knowledge rather than to reason to know.

(d) A personnotifies” or “gives” a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.

(e) Subject to subsection (f), a personreceives” a notice or notification when: (1) it comes to that person’s attention; or (2) it is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.

(f) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual’s attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

§ 1-203. Lease Distinguished from Security Interest.

(a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case.

(b) A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease and is not subject to termination by the lessee, and: (1) the original term of the lease is equal to or greater than the remaining economic life of the goods; (2) the lessee is bound to renew the lease for the remaining economic life of the goods or is bound to become the owner of the goods; (3) the lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement; or (4) the lessee has an option to become the owner of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement.

(c) A transaction in the form of a lease does not create a security interest merely because: (1) the present value of the consideration the lessee is obligated to pay the lessor for the right to possession and use of the goods is substantially equal to or is greater than the fair market value of the goods at the time the lease is entered into; (2) the lessee assumes risk of loss of the goods; (3) the lessee agrees to pay, with respect to the goods, taxes, insurance, filing, recording, or registration fees, or service or maintenance costs; (4) the lessee has an option to renew the lease or to become the owner of the goods; (5) the lessee has an option to renew the lease for a fixed rent that is equal to or greater than the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the time the option is to be performed; or (6) the lessee has an option to become the owner of the goods for a fixed price that is equal to or greater than the reasonably predictable fair market value of the goods at the time the option is to be performed.

(d) Additional consideration is nominal if it is less than the lessee’s reasonably predictable cost of performing under the leaseagreement if the option is not exercised. Additional consideration is not nominal if: (1) when the option to renew the lease is granted to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the renewal determined at the time the option is to be performed; or (2) when the option to become the owner of the goods is granted to the lessee, the price is stated to be the fair market value of the goods determined at the time the option is to be performed.

(e) The “remaining economic life of the goods” and “reasonably predictable” fair market rent, fair market value, or cost of performing under the lease agreement must be determined with reference to the facts and circumstances at the time the transaction is entered into.

§ 1-204. Value.

Except as otherwise provided in Articles 3, 4, [and] 5, [and 6], a person gives value for rights if the person acquires them: (1) in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection; (2) as security for, or in total or partial satisfaction of, a preexisting claim; (3) by accepting delivery under a preexisting contract for purchase; or (4) in return for any consideration sufficient to support a simple contract.

§ 1-205. Reasonable time; Seasonableness.

(a) Whether a time for taking an action required by [the Uniform Commercial Code] is reasonable depends on the nature, purpose, and circumstances of the action.

(b) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.

§ 1-206. Presumptions.

Whenever [the Uniform Commercial Code] creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.

PART 3. TERRITORIAL APPLICABILITY AND GENERAL RULES [Table of Contents]

§ 1-301. Territorial Applicability; Parties’ Power to Choose Applicable Law.

(a) In this section:

(1) “Domestic transaction” means a transaction other than an international transaction.

(2) “International transaction” means a transaction that bears a reasonable relation to a country other than the United States.

(b) This section applies to a transaction to the extent that it is governed by another article of the [Uniform Commercial Code].

(c) Except as otherwise provided in this section:

(1) an agreement by parties to a domestic transaction that any or all of their rights and obligations are to be determined by the law of this State or of another State is effective, whether or not the transaction bears a relation to the State designated; and

(2) an agreement by parties to an international transaction that any or all of their rights and obligations are to be determined by the law of this State or of another State or country is effective, whether or not the transaction bears a relation to the State or country designated.

(d) In the absence of an agreement effective under subsection (c), and except as provided in subsections (e) and (g), the rights and obligations of the parties are determined by the law that would be selected by application of this State’s conflict of laws principles.

(e) If one of the parties to a transaction is a consumer, the following rules apply:

(1) An agreement referred to in subsection (c) is not effective unless the transaction bears a reasonable relation to the State or country designated.

(2) Application of the law of the State or country determined pursuant to subsection (c) or (d) may not deprive the consumer of the protection of any rule of law governing a matter within the scope of this section, which both is protective of consumers and may not be varied by agreement: (A) of the State or country in which the consumer principally resides, unless subparagraph (B) applies; or (B) if the transaction is a sale of goods, of the State or country in which the consumer both makes the contract and takes delivery of those goods, if such State or country is not the State or country in which the consumer principally resides.

(f) An agreement otherwise effective under subsection (c) is not effective to the extent that application of the law of theState or country designated would be contrary to a fundamental policy of the State or country whose law would govern in the absence of agreement under subsection (d).

(g) To the extent that [the Uniform Commercial Code] governs a transaction, if one of the following provisions of [the Uniform Commercial Code] specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified: (1) Section 2-402; (2) Sections 2A-105 and 2A-106; (3) Section 4-102; (4) Section 4A-507; (5) Section 5-116; [(6) Section 6-103;] (7) Section 8-110; (8) Sections 9-301 through 9-307.

§ 1-302. Variation by Agreement.

(a) Except as otherwise provided in subsection (b) or elsewhere in [the Uniform Commercial Code], the effect of provisions of [the Uniform Commercial Code] may be varied by agreement.

(b) The obligations of good faith, diligence, reasonableness, and care prescribed by [the Uniform Commercial Code] may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever [the Uniform Commercial Code] requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

(c) The presence in certain provisions of [the Uniform Commercial Code] of the phrase “unless otherwise agreed”, or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.

§ 1-303. Course of Performance, Course of Dealing, and Usage of Trade.

(a) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: (1) theagreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and (2) the other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.

(b) A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.

(c) A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.

(d) A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.

(e) Except as otherwise provided in subsection (f), the express terms of an agreement and any applicable course of performance, course of dealing, or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable: (1) express terms prevail over course of performance, course of dealing, and usage of trade; (2) course of performance prevails over course of dealing and usage of trade; and (3) course of dealing prevails over usage of trade.

(f) Subject to Section 2-209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

(g) Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.

§ 1-304. Obligation of Good Faith.

Every contract or duty within [the Uniform Commercial Code] imposes an obligation of good faith in its performance and enforcement.

§ 1-305. Remedies to be Liberally Administered.

(a) The remedies provided by [the Uniform Commercial Code] must 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 damages nor penal damages may be had except as specifically provided in [the Uniform Commercial Code] or by other rule of law.

(b) Any right or obligation declared by [the Uniform Commercial Code] is enforceable by action unless the provision declaring it specifies a different and limited effect.

§ 1-306. Waiver or Renunciation of Claim or Right After Breach.

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.

§ 1-307. Prima Facie Evidence by Third-Party Documents.

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.

§ 1-308. Performance or Acceptance Under Reservation of Rights.

(a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are sufficient.

(b) Subsection (a) does not apply to an accord and satisfaction.

§ 1-309. Option to Accelerate at Will.

term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure,” or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.

§ 1-310. Subordinated Obligations.

An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.

All but one never went to law school

13 FAMOUS AMERICAN LAWYERS
 ALL BUT ONE NEVER WENT TO LAW SCHOOL
 
 1. Patrick Henry (1736-1799), member of the Continental Congress,
 governor of Virginia
 
 2. John Jay (1745-1829), first chief justice of the Supreme Court
 
 3. John Marshall (1755-1835), chief justice of the Supreme Court
 
 4. William Wirt (1772-1834), attorney general
 
 5. Roger B. Taney (1777-1864), secretary of the treasury, chief
 justice of the Supreme Court
 
 6. Daniel Webster (1782-1852), secretary of state
 
 7. Salmon P. Chase (1808-1873), senator, chief justice of the Supreme
 Court
 
 8. Abraham Lincoln (1809-1865), president
 
 9. Stephen Douglas (1813-1861), representative, senator from Illinois
 
 10. Clarence Darrow (1857-1938), defense attorney in Scopes trial of
 1925. [While Clarence Darrow attended a law school for one year, he
 did not distinguish himself and preferred to study law on his own. He
 received the greater part of his education in a law office in
 Youngstown, Ohio.]
 
 11. Robert Storey (b. 1893), president of the American Bar Association
 (1952-1953)
 
 12. J. Strom Thurmond (b. 1902), senator, governor of South Carolina
 
 13. James O. Eastland (b. 1904), senator from Mississippi
 
 Wallechinsky, David, “The Book of Lists,” 1977
 
 Clarence Darrow, did go to law school for one year before he quit. He
 became the most famous. Hmmmm….maybe it does pay to go to law
 school.