Chapter 401

CHAPTER 401

UNIFORM COMMERCIAL CODE — GENERAL PROVISIONS

SUBCHAPTER I

GENERAL PROVISIONS

401.101   Short titles.

401.102   Scope of chapter.

401.103   Construction of uniform commercial code to promote its purposes and policies; applicability of supplemental principles of law.

401.104   Construction against implied repeal.

401.106   Use of singular and plural; gender.

401.107   Captions.

SUBCHAPTER II

GENERAL DEFINITIONS AND
PRINCIPLES OF INTERPRETATION

401.201   General definitions.

401.202   Notice; knowledge.

401.203   Lease distinguished from security interest.

401.204   Value.

401.205   Reasonable time; seasonableness.

SUBCHAPTER III

TERRITORIAL APPLICABILITY AND GENERAL RULES

401.301   Territorial applicability; parties’ power to choose applicable law.

401.302   Variation by agreement.

401.303   Course of performance, course of dealing, and usage of trade.

401.304   Obligation of good faith.

401.305   Remedies to be liberally administered.

401.306   Waiver or renunciation of claim or right after breach.

401.307   Prima facie evidence by 3rd-party documents.

401.308   Performance or acceptance under reservation of rights.

401.309   Option to accelerate at will.

401.310   Subordinated obligations.

subch. I of ch. 401 SUBCHAPTER I

GENERAL PROVISIONS

401.101 401.101 Short titles.

401.101(1) (1) Chapters 401 to 411 may be cited as the uniform commercial code.

401.101(2) (2) This chapter may be cited as uniform commercial code — general provisions.

401.101 History History: 2009 a. 320.

401.102 401.102 Scope of chapter. This chapter applies to a transaction to the extent that it is governed by another chapter in chs. 402 to 411.

401.102 History History: 2009 a. 320.

401.103 401.103 Construction of uniform commercial code to promote its purposes and policies; applicability of supplemental principles of law.

401.103(1) (1) Chapters 401 to 411 must be liberally construed and applied to promote its underlying purposes and policies, which are all of the following:

401.103(1)(a) (a) To simplify, clarify, and modernize the law governing commercial transactions.

401.103(1)(b) (b) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties.

401.103(1)(c) (c) To make uniform the law among the various jurisdictions.

401.103(2) (2) 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: 2009 a. 320.

401.103 Annotation Because, under sub. (1) (c), one underlying purpose of Wisconsin’s U.C.C. is to make uniform the law among the various jurisdictions, Wisconsin courts give substantial weight to cases from other jurisdictions when resolving issues that arise under that code. Deutsche Bank National Trust Company v. Wuensch, 2018 WI 35, 380 Wis. 2d 727, 911 N.W.2d 1, 15-0175.

401.104 401.104 Construction against implied 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: 2009 a. 320.

401.106 401.106 Use of singular and plural; gender. In chs. 401 to 411, unless the statutory context otherwise requires, all of the following apply:

401.106(1) (1) Words in the singular number include the plural, and those in the plural include the singular.

401.106(2) (2) Words of any gender also refer to any other gender.

401.106 History History: 2009 a. 320.

401.107 401.107 Captions. Section captions are part of chs. 401 to 411, notwithstanding s. 990.001 (6).

401.107 History History: 2009 a. 320.

subch. II of ch. 401 SUBCHAPTER II

GENERAL DEFINITIONS AND
PRINCIPLES OF INTERPRETATION

401.201 401.201 General definitions.

401.201(1) (1) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in chs. 402 to 411 that apply to particular chapters or subchapters thereof, have the meanings stated.

401.201(2) (2) Subject to definitions contained in chs. 402 to 411 that apply to particular chapters or subchapters thereof, in chs. 401 to 411: