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Mind Control Mind Control Project MK Ultra

Transcription: Cathy O’Brien’s Presentation

http://www.theforbiddenknowledge.com/hardtruth/transcription_cathy_obrien.htm

Mind Control
A Presentation  to Justice Pro Se
by Mark Phillips and Cathy O’Brien
June 4, 1996
Livonia Civic Center Library, Livonia Michigan

transcribed from tape by Peter J. Celano

http://ic.net/~celano/cathtrans.html


Cathy O’Brien speaking:

I’d like to thank Justice Pro Se for having Mark and I come in and speak to all of you, and I’d like to thank each and every one of you for coming out here this evening, to arm yourselves with information on a tool that is being used to usher in what Adolph Hitler and George Bush term “New World Order,” and that is mind control.  You have a right to know and a need to know these secrets that the perpe-traitors* in control of our country have been controlling all of us by for far too long.  Knowledge is our only defense against mind control.

*(Transcriber’s note: Cathy distinctly says, “Perpe-Traitors”.  It is also a term that is used repeatedly in their book.)

I know I am extremely fortunate to have survived my CIA MKUltra mind control victimization.  I know I am extremely fortunate to have survived to this point, to be able to relay this information to all of you.  Many government secrets and personal reputations were staked on the belief that I could not be deprogrammed to remember those things that I was supposed to forget.  They were wrong.  They never considered the strength of the human spirit.  They never considered what would happen when a good man like Mark Phillips found out their secrets and used them for good: used them for the betterment of humanity, used them to restore a mind and a memory, rather than to destroy one and control one.

Now that I am in control of my own mind, and ultimately my free will, I’m telling all that I’ve witnessed and experienced behind the scenes as a White House/Pentagon level mind controlled slave.  I know that my victimization was extreme, and I certainly am not interested or intending to traumatize you with the information of my victimization.  Instead, I want to provide you a comprehensive understanding of the components of mind control, and what the plan is for controlling all of us in this world dominance New World Order effort.  Many government secrets and personal reputations are now being revealed.  Much is coming to light in society today, because people all across this country are beginning to ask questions as to why has our country been eroding morally and constitutionally.  Tonight, this information is intended only to provide you with detailed answers, so that you can be far more effective in this ongoing effort to take back our country.

These perpe-traitors in control of our country have operated on the belief that secret knowledge equals power.  The more we tell their secrets, the more their power erodes, and the better our chances are for effectively taking back our country.  These people that have been in control of our country for far too long are extremely intelligent, yet they don’t think deep.  They are limited in their thinking by their own immorality.  That’s where we all have the edge on them.  They never counted on good people all across this country to spread information in any means available, and it certainly isn’t through our controlled medias.  Information has to be spread word-of-mouth, through meetings such as these, as this one is tonight, that are occurring all across this country, through shortwave radio, through various radio stations and public television.  There are ways for each of us to get the information out.  There are ways to spread the secrets that they would not want you to know.

As you hear this information tonight, please bear in mind that we are all enduring a mind war.  They refer to it as “psychological warfare.”  Mind control is a psychological warfare weapon.  Because it is psychological, we must deal with it in a logical manner, and that’s exactly what they aren’t counting on.  What they want all of us to do is to hear this kind of information, become hysterical, become emotional, and listen to all the “hate crimes” that are being built up in our controlled medias, and start shooting at each other.  They would like nothing more than for everyone to be confused as to who the problem is, and for all of us to end up shooting at each other, instead of logically taking this information, seeing how it effects us, seeing how it has affected us from various aspects of society, and take careful action in an ongoing effort to take back our country.

When the people lead, the leaders follow.

I’d like to begin by giving you a very comprehensive understanding of mind control through my own victimization.  Although my victimization is extreme, it certainly is no more horrific than what is happening in society today, from the erosion of our constitutional values, to the drug wars being brought to our streets, to all the horrors that we are enduring through such things as Waco, Ruby Ridge, the Oklahoma City bombing.  Instead, by giving you this information on mind control, I hope that each and every one of you will have a much better understanding of exactly what is going on in our country.

I was born in 1957, in Muskegon, Michigan, to a multi-generational, incest based family.  My father had been sexually abused as a child, my mother had been sexually abused as a child, and they were sexually abusing me.  As far back as I can remember, my father was sexually abusing me.  And I’ve often heard them brag that he began substituting his penis for my mother’s nipple while I was still an infant.  This confused my primitive sexuality.  It put it into an area of pure survival.  It was the same, to me, as eating and drinking.  It was for this reason that I was targeted as a sex slave in the MKUltra project.

Another reason that I was targeted is because in multi generational families, as the Hitler/Himmler research discovered, and as has certainly been elaborated on since then, was discovered that when a person endures trauma that is literally too horrible to comprehend, the mind’s sane defense to that kind of trauma is to compartmentalize the memory of that event in a certain portion of the brain, so that the rest of the mind… (lost about 5 seconds here.) …”Dissociative Identity Disorder,” as it is now termed.  It used to be called “multiple personality disorder,” but that was not an accurate description of exactly what really is going on.

(Unintelligible) the compartmentalization of memory.  I developed a memory compartment to deal with my father’s abuse.  The part of my brain that dealt with my father’s abuse would actually open up.  The neuro-pathways would actually open up to a part of me that dealt with my father’s abuse could deal with him again and again and again, as needed.  That part of my mind was closed off behind that amnesic barrier, and I would function absolutely free of any memory of that horrific abuse.  I really had no place to put such horror anyway.  It’s not that what my father was doing was morally wrong, that I comprehended.  I was just a little bitty kid.  There was no way I could know that it was morally wrong.  But, instead, I endured the pain and the suffocation of his abuse.

The government understood, from a study that has long since been (unintelligible), that this compartmentalization of memory should prove ideal for keeping their perverse secrets.  Behind these amnesic barriers in the memory compartment is a photographic memory, because the mind photographically records events around these traumas.  Most people know exactly where they were and what they were doing when John F. Kennedy was assassinated.  This is an example of how the mind photographically records events surrounding trauma, because that was an event that traumatized the whole nation.

This kind of photographic memory certainly had the interest of the government, because they knew that Dissociative Identity Disorder children, such as myself, were highly suggestible and could be easily programmed photographically to deliver messages, as it were.  In my case, since I had been sexually abused, I was used as a sex slave, and therefore my suggestible mind was programmed to carry out and fulfill perversions of certain politicians who did not want their perversions known to the rest of the public.  They truly believed that their secrets would be kept secret forever.  Had I not been expertly deprogrammed, I would not ever have been able to think to tell you about what happened, and what I witnessed, as a White House/Pentagon level mind controlled slave.

I developed another compartment in my mind to deal with my mother’s psychological abuse.  My mother suffered from Dissociative Identity Disorder, or Multiple Personality Disorder, as it was known back then, as well.  This is why I don’t really hold her responsible for her actions, but, nevertheless, she was extremely psychologically abusive, and the effects on me were devastating.  I felt that, I developed another compartment to deal with my mother’s psychological abuse.

I developed another memory compartment to deal with the pornography that my father was subjecting me to.  My father had a sixth grade education, and earned his living as a worm digger, and supplemented the family income with proceeds from child pornography.  The child pornography that he was subjecting me to was also being manufactured by my mother’s brother, my Uncle Bob Tanis, also of the Muskegon, Michigan area.  Uncle Bob was part of the Air Force Intelligence, and also claimed to have been working for the intelligence arm of the Catholic Vatican, the Jesuits.  My uncle Bob was heavily involved in the manufacture of pornography at that time.

When my father made a pornography film with me and my uncle’s dog, Buster, which was a kiddy porn bestiality film, they were caught sending this child pornography through the U.S. mail.  When this happened, my uncle Bob Tanis came to him and explained to him that there was an operation going on here in the United States called MKUltra.   He told my father that if he would agree to sell me into the CIA’s MKUltra mind control, that he could receive immunity from prosecution.  My father thought this was a great idea.  He thought that the government actually condoned child abuse.  He went on to have five more children to raise in the project.  There were seven of us in all.

At that time, the child pornography that was being manufactured was being circulated through the local Michigan Mafia pornography ring.  Also at that time, a certain criminal faction of our government was sanctioning this kind of child pornography, because they were interested in finding out which children were being used in the pornography; which children could be targeted for mind control, because they knew that if a child was abused prior to the age of five, before their minds and brains could be completely formed, that they were far more receptive to mind control.  Therefore, a certain faction of our government was interested in mind control experimentation and use, that actually were covering up the Mafia’s child pornography ring.

Once my father agreed to sell me into the CIA’s MKUltra project, we were visited by the head of the local Michigan Mafia pornography ring – or rather the politician that was covering up all of these kinds of perverse crimes in our area.  His name was Gerald Ford.  This is the same Gerald Ford that went into the office of President.

Gerald Ford came out to our house, and he explained to my father how to raise me in the project.  He explained to him how to manipulate my subconscious mind, because since I couldn’t consciously comprehend the horror, (I mean, where in the world would I place something so horrible in my mind anyway?) I was functioning on subconscious level.  The subconscious mind does not comprehend – does not question or reason or rationalize things that it is told.  Information that is fed in is readily accepted, through either hypnotic language, language of the subconscious, or neuro-linguistic programming, as it is officially called.  My father called it “reverse psychology,” and he was immediately flown off for a two week course on what he termed “reverse psychology” in Boston, Massachusetts.

When he came back, my victimization became much more horrific, because of the information and the knowledge that my father had learned.  My father began applying what he had learned, and in his attempt, he was attempting to scramble fantasy with reality, so that what was happening to me would seem like it was just happening in a dream, or it was just a storybook, or something that wasn’t real.  It was much easier for me to believe something like that than to actually have to deal with reality, that my father was so perverse, and the abuse that I was enduring was actually being condoned and sanctioned by a criminal faction of our government.

At that time, my father had been instructed to take me to Mackinac Island, Michigan.  Mackinac Island, as I am sure most of you are well aware, is located between the U.S. and Canadian border, in essence, and it’s where the Michigan Governor’s Mansion is located.  It is a political retreat, where politicians from all over the country meet and discuss their political agendas.  At that time, the governor of Michigan was Governor George Romney.

It was my experience that Governor Romney was interested in implementing mind control into various aspects of society.  He truly believed that mind control was a necessity in society.  He believed in the kind of mind control that I was being subjected to.  He also believed that bringing mind control into the school system would be very beneficial for teaching children greater amounts of information.  The Michigan Education System ranked first in the nation for quite some time during those years.  It was actually a forerunner of global education, or “Outcome Based Education,” as it is now called.  This was one area that I was aware Governor Romney was particularly interested in.

It was also in Mackinac Island, Michigan, that I was subjected to the perversion of Gerald Ford.  Gerald Ford had been sexually abusing me for a long time anyway.  It is not that he was a typical pedophile, like another one of my abusers was, but instead it was more that he was interested in traumatizing the minds in sexual abuse so that he could gain control.  He’s what I refer to as try-sexual.  He’d try anything, with anybody, any age, any time, anywhere.  It didn’t matter.  What mattered was the perversion of power.

Another one of my abusers at that time was then Michigan Senator, later U.S. Congressman, Guy VanderJagt.  Guy VanderJagt was an absolute pedophile, and had been sexually abusing me for quite some time.  Unlike Gerald Ford, he did not abuse me throughout my victimization.  He did not abuse me through the Reagan/Bush administration, and when that reached into adulthood.  Instead, he was sexually abusing me as a child, and preparing my mind for mind control, and for the role that I would be forced to participate in, in this MKUltra project.

I’m telling you these names, not because I think there’s any kind of glamour in being sexually abused by politicians.  Really, quite the contrary.  I’ve named names in our book, “Trance Formation of America,” in order that you know exactly who and what is in control of our country, and for what purpose.  I realize that here in Michigan many of you are familiar with these names.  There has been a deliberate smoke and mirrors illusion created to fool the American population into believing that their “New World Order” effort is an effort toward world peace of some kind, when in fact it is a world dominance effort that has been in motion for quite some time.

It was in Mackinac Island, Michigan, that I first learned some of these components of New World Order mind control, and other aspects of mind control victimization.  Since I was being traumatized, I was photographically recording conversations, and I learned how people such as myself, with Dissociative Identity Disorder, were considered prime candidates, or “chosen ones,” for mind control.  Not only because of the compartmentalization of memory, but also because when a person is so traumatized and operating through these various compartments, they have no memory of events that had occured previously, and therefore they don’t know to be tired, and endurance is increased tremendously in a person suffering from Dissociative Identity Disorder.

Likewise, a person develops 44 times visual acuity.  I believe it is an effort to see things before they happen, in an effort to see the trauma before it actually occurs, and the eyes are open wide, and it’s as though the victims develop eyes in the back of their heads.  44 times visual acuity means that a person so trained would be able to shoot and never miss their mark.  They would never miss their target, because with that kind of visual acuity they are far more apt to be able to see and to aim and to shoot, and therefore Dissociative Identity Disordered persons were targeted themselves for mind control for military operations, for military intelligence, mercenary operations, paramilitary operations, and espionage.

I was never trained in that particular area because I was being raised as a sex slave.  I was being raised to carry out and fulfill the perversions of certain politicians in control of our country.  And they certainly didn’t want someone who was being prostituted to politicians to even know how to shoot a gun.

I also learned at Mackinac Island Michigan about the Catholic’s involvement in mind control.  Now this is certainly not to say that all Catholics are bad.  Not any more than I’m saying that all CIA is bad.  I’ve since learned that seems to be a criminal faction running through most aspects of our society, and it was my experience, having come from a predominantly Catholic area and being raised a Catholic, that I was subjected to the Catholic aspects of mind control.  At that time, then Prime Minister of Canada, Pierre Trudeau, who claims publicly to be Jesuit, was very much interested in mind control, was interested in mind control of the masses.  He was a part of that intelligence arm of the Vatican that was interested in becoming the one world church in the New World Order.  I heard many conversations pertaining to how criminal covert activity is going on in this country and around the world, would be funneled through the Catholic Church and designated immune, for implementing what Adolph Hitler and George Bush term “New World Order.”

It was around that time, 1966 to be exact, that I made first communion at our local Catholic Church, Muskegon St. Francis de Salles.  At that time, Father Don was the head of our church, and was bringing mind control in on a mass scale.  I’m sure many of you all know the Catholics have been sued for vast amountsof money for child abuse proliferated in the church.  And this is one reason why.  In 1966, after I made my first communion, I was subjected to what was termed “The Rite To Remain Silent.”  That’s R-I-T-E, as in ritual.  And I was subjected to an occult ritual.  Occultism is of course a reversal of the Catholic Mass, and this was in keeping with that “reverse psychology” that my father learned.  This was in keeping with the language of the subconscious, and this was in keeping with the incomprehensible.

At that time, VanderJagt came in and joined Father Don in exposing me to a blood trauma that was so horrific to me that it just blew my mind.  When this happened, they used the hypnotic language, the language of the subconscious, to manipulate my subconscious in such a way that I lost control of my own switching processes at that time.

In other words, that compartmentalization that I was talking about, like where I had that compartment that would deal with my father’s sexual abuse, as needed.  I no longer had the ability to switch into that compartment that dealt with his abuse.  I completely lost that ability with the “Rite To Remain Silent.”  Instead, they placed a series of hypnotic codes, keys and triggers in place of my natural switching mechanism, so that they could decide when, where and how that particular compartment of my brain could be accessed.  That way, when I was programmed later on with specific government messages, and with specific perversion that I was forced to carry out, that they would decide when and how it would be accessed, by using those codes, keys and triggers to access that part of my brain.

After this “Rite to Remain Silent,” I no longer heard voices in my head, which really was my own voice, because I used to make decisions by pulling from different compartments and perspectives of my brain, and trying to forumulate a decision by arguing back and forth to make the decision.  After the “Rite to Remain Silent,” it was silent.  All I heard from then on were the voices of my abusers telling me exactly what it was I was supposed to do.  I had no ability to express any free will at all after that, and I certainly would not have participated in any of these events that I was forced to participate in of my own free will.

After this “Rite to Remain Silent,” I was exposed to and dedicated to who would become my owner in the MKUltra project, U.S. Senator Robert C. Byrd.  Senator Byrd had been in office as long as I had been alive.  He’s still in office today.  He’s head of our Senate Appropriations Committee.  He’s holding our country’s purse strings, and his agenda is for New World Order control, and has nothing to do with the constitutional values and freedoms that we’ve enjoyed in this country.

As my owner, Senator Byrd would decide where I would be taken, for what purposes, and how I would be programmed.  He decided which various military and NASA installations I would be taken to for sophisticated mind control programming, and later on, throughout the Reagan/Bush administration, it was Senator Byrd who decided what criminal covert operations I would be forced to participate in.

Senator Byrd was extremely brutal in his perversions, which further compartmentalized my memory of the horrors that I was experiencing and being subjected to.  One of the first things that Senator Byrd ordered was that I be sent to Muskegon Catholic Central High School.  At Muskegon Catholic Central, the groundwork for the Outcome Based Education was already in full swing.  They were testing the effects of trauma on the human mind, because it was my understanding, from everything that I heard and experienced, that the Catholics had long since learned the effects of trauma on the human mind, through such things as the Spanish Inquisition.  They have been gathering information for centuries.  And they were taking that knowledge, that certain criminal faction within the church that needs to be exposed and taken out of the Catholic Church.  They had gathered up information and combined it with the information that the CIA had gathered through the Hitler/Himmler genetic mind control research.  Together, it was very powerful mind control information.  It was extremely effective.

At Catholic Central, I was subjected to occult rituals during school hours, as were many others who attended Catholic Central.  As a result, I was photographically recording everything that I learned in school.  I got straight A’s in school.  I was doing excellent, but yet I wasn’t comprehending anything.  I didn’t know how to use the different knowledge I was gaining.  But, nevertheless, my brain was being packed in full of knowledge because of the trauma that I was enduring.

It was while I was in Catholic Central that Gerald Ford went into the office of President.  This furthered what I had been conditioned to believe: that I had no place to run and no place to hide.  Of course, since then, since I’ve been deprogrammed, I know I do have a place to run, and it’s right at them.  And I’m not the one with anything to hide.  They’re the ones who are hiding their secrets under this cloak of so-called “national security.”  But, nevertheless, that then was absolutely devastating to me because I sensed, I really couldn’t think or rationalize, but yet I sensed that the whole world condoned child abuse, that the whole world was somehow involved in this, and that I’d long since lost my hope that there was a place in the world where good people even existed.

I truly felt that there was no place to turn to or run for help.  Who was I to run to?  My parents?  The church?  My school?  Local politicians?  Now I knew I couldn’t even turn to the President of the United States.  I felt totally trapped in mind control, which is exactly what they want, because the more helpless I felt, the more control that they had.

In 1977, Senator Byrd ordered that I be transferred to Nashville, Tennessee.  In Nashville, Tennessee, mind control was in full swing.  The CIA operations that were being to run through the country music industry.  Drugs were being distributed throughout the country, particularly cocaine.  And the proceeds were going into the CIA’s “black budget.”  This was funding New World Order control.  Even now I wonder at how we could have any kind of a national debt, when I know that all the money that was being generated in this country was being used to fund these New World Order controls.  If we had access to the money that was being used against us, we wouldn’t have any national debt.

Yet the country music industry was very much a part of the CIA’s criminal covert operations at that time, and Senator Byrd had strong connections into Nashville Tennessee because he fancied himself an entertainer of sorts.  He fancied himself a fiddler.  Even though he was from West Virginia, he was a Nashville (unintelligible) that he’d fiddle on the Grand Old Opry.  On the occasions that I was sent to Nashville, Senator Byrd was fiddling on the Opry.

At that time, there was a musician playing music behind him named Wayne Cox.  Later, Wayne Cox told me that musically wasn’t the only way that he also backed Senator Byrd, but that he backed him politically as well.  Wayne Cox subjected me to an occult ritual during which I was so traumatized that my suggestible mind accepted the program that Wayne Cox would become my first handler in this CIA MK Ultra project.  As my handler, Wayne Cox would follow orders from Senator Byrd, to make sure that I was at designated places at specific times for whatever purposes Senator Byrd ordered.

The first thing that happened is I was taken to Wayne Cox’s home state, to Chatham Louisiana.  Senator Byrd wanted Wayne Cox to become my first handler because he knew that I would be subjected to further trauma.  Senator Byrd wanted more compartments developed in my brain.  He wanted more compartments to be programmed for the criminal covert operations that I would be forced to participate in.  And therefore I was subjected to numerous occult rituals.  This manipulated me by my religion, and made me feel totally hopeless in what was going on.

Wayne Cox was using trauma to trigger other mercenaries into operation at that time, because in the state of Louisiana, under the direction of Louisiana Senator J. Bennett Johnston, there was a mercenary operation in full swing.  And these mercenaries had all been Dissociative Identity Disorder children who had been targeted by the CIA for mercenary purposes.  They had been trained to carry out these secret operations, and to keep the secret within the compartments of their brain.  J. Bennett Johnston was directing them.  And Wayne Cox, under the direction of J. Bennett Johnston, would go and trigger through trauma these mercenaries into operation while delivering J. Bennett Johnston’s orders.

By 1978, it was determined that I had endured sufficient trauma to be programmed on a more sophisticated level, and J. Bennett Johnston took to me Tinker Air Force Base in Oklahoma.  It was there that I endured the first extensive military mind control programming that would force me to participate in a trial run operation.  At that time, J. Bennett Johnston was sending the mercenaries into South America, and he firmly believed that when the airplanes went to South America with the mercenaries, that they should not come back empty.  Therefore, the airplanes were coming back full of cocaine, that would further fund the CIA’s criminal covert operations, and usher in the New World Order.

I was programmed to deliver a large quantity of cocaine from the state of Louisiana into the neighboring state of Arkansas.  I took a large quantity to a remote airport in Ouachita Forest, which I have since identified as Mena Airport.  It was 1978.  Bill Clinton was governor of Arkansas.  After delivering that large amount of cocaine, I delivered a personal stash of cocaine, as ordered by J. Bennett Johnston, along with a message from him and a packet of information.  At that time, I witnessed Bill Clinton snorting two lines of cocaine.  Yes, he did inhale.

This was not the last time I would be exposed to Bill Clinton.  I would know him throughout the 1980’s, throughout my victimization, until my rescue and my daughter’s rescue in 1988.

My sexual experience with Bill Clinton was extremely limited, because it was my experience that Bill Clinton is bisexual, leaning far more toward the homosexual end.  It is for that reason that we can consider why Bill Clinton ordered, this year, in the Outcome Based Education system, that our children have to endure a “Gay Celebration Month.”  Throughout the month of October, our children were taught all the glories of homosexuality because of Bill Clinton.  This wasn’t “Gay Awareness.” This was gay celebration.

I have witnessed Bill Clinton involved in homosexual activity, and it was Hillary who accessed my mind control programming as a sex slave, and used my sex programming.  It was my experience that Hillary, too, leans far more toward homosexuality.

J. Bennett Johnston, back in Louisiana, was still traumatizing my mind, and confusing my mind.  He told me he was an alien.  That was pretty easy for me to believe!  What he was doing certainly was alien to my (unintelligible.)  He told me the story about how he had been  part of the Philadelphia Experiment.  He said when the ship disappeared, it came back a spaceship.  At that time he took me through a high security area of General Dynamics and showed me the then top secret Stealth Fighter.  I mean, here it was, the triangular Stealth Fighter, that I hadn’t learned anything about in my text books or read about in the newspapers.  It was still classified.  I saw this triangular technology, and I truly believed it was a spaceship.  I truly believed that J. Bennett Johnston was an alien.  I tell you this because I know for a fact that those in control of our government will go to any length to make all of us feel totally helpless.

Technologically, they are 25 years ahead of us.  They are 25 years ahead of us in information, because they have been using that blanket of national security for a long time to withhold information from all of us.  You can imagine what has happened over the last 25 years technologically, what those advances are: computers, microwave ovens, all the things that are in our households in the last 25 years, and consider that they in Washington are at least 25 years ahead of anything we know technologically.  In order to make us feel helpless, it is their plan to reveal some of that technology, and claim an alien invasion has occurred.  This certainly isn’t to say there aren’t any aliens.  Just because it wasn’t my experience doesn’t mean that it there aren’t any.  But in order for us to have the accurate information, we need to know what government misinformation is being planned for all of us, and how we are all being conditioned to feel totally helpless, and surrender to New World Order control.  That is the plan.

My abusers always claimed to be aliens or demons or gods, something that I thought was beyond my realm to effect.  And I am here to tell you all now that they are just people, and they are subject to the same laws that the rest of us are, and this criminal activity that they are proliferating behind their blanket of national security has got to be exposed.  By shining the proverbial spotlight of truth on their criminal activities, they will have to flee.

By 1980, my daughter Kelly was born.  She was born right into the MK Ultra mind control project, on a much more sophisticated, high tech level of victimization than I had ever been subjected to as a child.  The technology had advanced.  Kelly was exposed to harmonic mind control programming at NASA installations and military installations literally since birth.

When I was just a little girl, way before that “Right to Remain Silent,” back when I had a free thought to myself on occasion, I thought how wonderful it would be to have ten children.  Because (unintelligible) number, but I also felt like that would be ten children in this world that I knew would not be abused.  I didn’t believe in child abuse.  And yet, by the time my daughter Kelly was born, I had no ability to prevent her abuse.  I certainly didn’t contribute to it in any way, but I couldn’t think to prevent it.  I couldn’t think to stop what was happening (unintelligible).  My own survival instincts had long since deteriorated.  So instead they would use my daughter, Kelly, to manipulate me by my maternal instincts, and for the rest of our mind control victimization, I carried out every criminal covert operation that I was forced to participate in as though Kelly’s life depended on it, because I truly believed that it did.

As soon as Kelly was born, Senator Byrd ordered that we be transferred back to Nashville, Tennessee, where we would be under the control of our second mind control handler, Alex Houston.  Alex Houston was the stage hypnotist and ventriloquist in the country music industry that Mark referred to earlier.  Alex Houston would provide a means of Kelly and I traveling throughout the United States to various military and NASA installations for mind control programming, in and out of Washington DC, into Canada, throughout Mexico, and throughout the Caribbean.

The country music industry would provide the perfect cover because I dressed like a prostitute and I acted like a total air head, and people tended to think that was probably the norm for the life of a country music entertainer.  That was the public image that was protected.

When Senator Byrd ordered that Kelly and I were taken in for mind control programming, we were subjected to sophisticated mind control programming by our primary mind controller at that time, programmer, Lt. Col. Michael Aquino.  This is the Lt. Colonel of the psychological warfare division, and founder of the occult Temple of Set, that is proliferating on our military bases.  The same Lt. Col. Michael Aquino that is named in the Presidio daycare scandal.

He uses occultism as a trauma base for mind control, and it is my experience that his satanic power was in the form of a stun gun.  This high voltage stun gun was used in conjunction with sleep, food and water deprivation, to compartmentalize memory of programs into my child’s brain.  He knew that this method of mind control would be sufficient for carrying out government operations.

In 1983, Senator Byrd ordered that I attend a White House cocktail party, and he acted in the capacity of a pimp, and prostituted me to then president Ronald Reagan.  Ronald Reagan, as you all well know, is an actor, and he was acting to create an illusion of something entirely different to the American populace, while behind the scenes he was very much involved in implementing New World Order controls and eroding our constitutional values.

I heard Ronald Reagan say to then Prime Minister Brian Mulroney of Canada, who was also involved in this New World Order effort, that he believed the only way to world piece was through mind control of the masses.  I know from personal experience that there can be no peace of mind under mind control, and I wonder what kind of a world peace could we possibly have with people that have no peace of mind?  Since I wasn’t in control of my own mind, I had no free will, and without a free will, I had no ability to express soul.  I had no ability to express spirituality, and I am deeply concerned for a plan of mind control of the masses, and deeply concerned for the plan for a totally robotic society for the purposes of world peace?  It certainly isn’t my definition of peace, and certainly is one more reason why it is so imperative that all of you know what mind control entails, so you can think about it and take action now, while there is still time.

At that point in time, I also heard Senator Byrd talking about how he was counting on the American populace to do absolutely nothing about all of this.  Because he said good people don’t think to look for criminal activity.  Good people don’t have criminal minds and they don’t think criminally, and therefore when we have something put in front of us like “world peace,” something that we all hold so precious and dear, we’re not apt to look behind that, at what the reality is behind the scenes, and they were counting on good people to do absolutely nothing and to assume absolutely nothing.

Once again they were wrong, because I am seeing all across this country where people are gathering, sharing information, absolutely disgusted by the way their churches are being infiltrated with occultism, by the way their children are being abused horribly, sexually, in the churches, in the day cares.  They are appalled at the way the so-called “war on drugs,” which in essence is no more than the CIA eliminating their competition, has been brought to our street corners, and our streets have been turned into a bloodbath.

The erosion of constitutional values and morality in this country have reached such proportions that people are beginning to ask questions.  And as we begin to ask questions, we must provide them with specific details, so we can be more effective in taking back our country.

During the 1980s, I was forced to work under President Reagan’s Secretary of Education, Bill Bennett.  Bill Bennett publicly claims to be a Jesuit, but he does not define the faction of the Jesuit Order that he is talking about.  He, along with Lamar Alexander, who is also a victimizer in all of this mess, are responsible for bringing the Outcome Based Education into our school system.  The Outcome Based Education was designed to increase our children’s learning capacity, while decreasing their ability to critically analyze.  By decreasing their ability to critically analyze, they will readily accept information.  And I’m seeing now where people all across the country are absolutely upset with the way that they send their children to school, and their children come home completely different and robotic, completely different from anything that they recognize, with values of Socialism and New World Order control.

Home schooling has become the norm in this country.  Senator Byrd has said that he would withhold funding to the various states until it reached a point where state governments would be reliant on the federal government to come in and help them with the education system.  This year, every state in the United States accepted the Outcome Based Education financing, because they were told it was the only way they could receive any federal funding or any grant money.  Every state in the United States accepted Outcome Based Education but one.  One governor said the federal government has no business meddling with our children’s minds, and that is Fob James Jr. of Alabama.  I applaud him for having the (unintelligible.)

This Outcome Based Education is a very serious problem for all of us, and it’s setting the groundwork of controlling the minds of our children for New World Order control, which is exactly what Adolf Hitler said in 1936.  He said he didn’t care who didn’t want to accept the New World Order, because he had the minds of the children.  I have heard it discussed in Washington D.C. how they believe that they can control the future by controlling our children.  We must be alert to what is happening in our school systems.  It is said that the price of freedom is eternal vigilance.  We must be vigilant with this last freedom that we’ve got – freedom of thought.

Throughout the eighties, I was forced to participate in the CIA’s so-called “war on drugs,” and mule copious quantities of drugs into this country against my will, and I want you all to know that our government is involved in that erosion of our morality and that erosion of our society.

In 1988, Mark Phillips rescued my daughter Kelly and I.  I certainly couldn’t think to escape our mind controlled system.  He rescued us and took us to the safety and serenity of Alaska, and it was there that we were safe for the first time in our lives, and the memories began flashing across our mind’s screen.  And as these memories flashed, I became enraged.  Enraged at all the years that had been taken from me.  Enraged at the federal covert operations I was forced to participate in against my will.  I was enraged at what had been done to my daughter, and I was enraged at what the plan was for New World Order controls on all of us.

This rage was absolutely blinding me from any recovery.  It was totally immobilizing, were it not for Mark’s wisdom in telling me that recovery is the best revenge.  And the best way to recover my memory and my mind was through using logic.  And the best way to logically deal with what happened was to write out my memories of those events rather than verbalize them.  By writing out these memories, I used a portion of my brain that bypassed emotions.  Having a new conscious awareness, and having this kind of logic brought into the deprogramming process, I was finally able to question, to reason, to critically analyze, and to begin to finally understand the incomprehensible.  As fast as their information was deprogrammed, it was verified by concerned members of law enforcement, the intelligence community, and members and factions of our government.  This information was disseminated widely and vastly, because we knew that by not keeping any secrets, that we could survive, to reach this point in telling you all exactly what’s going on behind the scenes in our government.

It’s a fact that 95% of the people are led by 5%.  This really holds pretty much true, because not everybody can accept this information or act on this information, or even wants to hear it.  All we need is 3% of that 5% to be back in control of our country.  That’s a small number, but we’ve got to get this information out.  We have got to spread this information as far and fast as we can.

My daughter Kelly was not so fortunate.  Through a series of events, she ended up in the custody of the State of Tennessee, where she remains a political prisoner today.  She was 8 years old when Mark rescued she and I, and she enjoyed one year of family love and a loving relationship.  Mark and I fell in love throughout this process, and I feel extremely fortunate to have found the kind of love that most people spend a lifetime looking for and seldom ever find.  But we have got a beautiful, loving relationship, which gave Kelly a view of life that she has never experienced before.  And this is the hope that she maintains, waiting, while she is locked up in a political prisoner environment, where she is denied rehabilitation, due to who and what she knows is involved in MK Ultra.

It certainly raises the question, what “national security” has to do with the rape and molestation of innocent children’s minds and bodies.  Because the violations of laws and rights continue to proliferate in Kelly’s so-called “legal case” is all happening under a blanket of so-called “national security.”  This is a national security that is threatening the security of our nation, when it covers such crimes as child abuse, political perversion, the CIA’s involvement in drugs, manipulation of our children’s minds through Outcome Based Education, and exactly what mind control is.

For this reason, Mark and I went to tremendous lengths to circumvent any national security censorship, and self published our book, “Trance Formation of America,” that provided far more detail than I could give you tonight, in order that you could be armed with sufficient information that you have a right to know, so that we can all be far more effective in our efforts to take back our streets, to take back our churches, to take back our schools, to take back our country, and to take back our world.  It is truth that sets us free.  Please help us to spread this word.  Thank you.

(This concludes Cathy O’Brien’s portion of the presentation.)

 

1. Multi generational abused children, Project Paperclip

http://www.youtube.com/watch?v=Al5Ql0mKJ_E&feature=related

 

2.

http://www.youtube.com/watch?v=H12alkpstcQ&feature=related

  1. 3.        http://www.youtube.com/watch?v=5h2WFuJA9Nk&feature=related
  2. 4.         

__________________________________________________________________________

http://intelligence.senate.gov/nsaact1947.pdf

 

* 1 http://www.youtube.com/watch?v=7tRvnbn5jn8&feature=related
country music industry , mind control, *2.http://www.youtube.com/watch?v=HnckmBHD_5I&feature=related

 

 

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ucc 2


U.C.C. – ARTICLE 2 – SALES

PART 1. SHORT TITLE, GENERAL CONSTRUCTION AND SUBJECT MATTER [Table of Contents]

§ 2-101. Short Title.

This Article shall be known and may be cited as Uniform Commercial Code-Sales.

§ 2-102. Scope;  Certain Security and Other Transactions Excluded From This Article.

Unless the context otherwise requires, this Article applies to transactions in goods;  it does not apply to any transaction which although in the form of an unconditional contract to sell or present sale is intended to operate only as a security transaction nor does this Article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.

§ 2-103. Definitions and Index of Definitions.

(1) In this Article unless the context otherwise requires

(a) “Buyer” means a person that buys or contracts to buy goods.

(b) “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. A term in an electronic record intended to evoke a response by an electronic agent is conspicuous if it is presented in a form that would enable a reasonably configured electronic agent to take it into account or react to it without review of the record by an individual. Whether a term is “conspicuous” or not is a decision for the court. Conspicuous terms include the following:

(i) for a person:

(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 a record 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; and

(ii) for a person or an electronic agent, a term that is so placed in a record or display that the person or electronic agent may not proceed without taking action with respect to the particular term.

(c) “Consumer” means an individual who buys or contracts to buy goods that, at the time of contracting, are intended by the individual to be used primarily for personal, family, or household purposes.

(d) “Consumer contract” means a contract between a merchant seller and a consumer.

(e) “Delivery” means the voluntary transfer of physical possession or control of goods.

(f) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(g) “Electronic agent” means a computer program or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual.

(h) “Electronic record” means a record created, generated, sent, communicated, received, or stored by electronic means.

(i) “Foreign exchange transaction” means a transaction in which one party agrees to deliver a quantity of a specified money or unit of account in consideration of the other party’s agreement to deliver another quantity of a different money or unit of account either currently or at a future date, and in which delivery is to be through funds transfer, book entry accounting, or other form of payment order, or other agreed means to transfer a credit balance. The term includes a transaction of this type involving two or more moneys and spot, forward, option, or other products derived from underlying moneys and any combination of these transactions. The term does not include a transaction involving two or more moneys in which one or both of the parties is obligated to make physical delivery, at the time of contracting or in the future, of banknotes, coins, or other form of legal tender or specie.

[(j) Reserved]

[(j) “Good faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing.]

Legislative Note: The definition of “good faith” should not be adopted if the jurisdiction has enacted this definition as part of Article 1.

(k) “Goods” means all things that are movable at the time of identification to a contract for sale. The term includes future goods, specially manufactured goods, the unborn young of animals, growing crops, and other identified things attached to realty as described in Section 2-107. The term does not include information, the money in which the price is to be paid, investment securities under Article 8, the subject matter of foreign exchange transactions, or choses in action.

(l) “Receipt of goods” means taking physical possession of goods.

(m) “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.

Legislative Note: The definition of “record” should not be adopted if the jurisdiction has enacted revised Article 1.

(n) “Remedial promise” means a promise by the seller to repair or replace goods or to refund all or part of the price of goods upon the happening of a specified event.

(o) “Seller” means a person that sells or contracts to sell goods.

(p) “Sign” means, with present intent to authenticate or adopt a record:

(i) to execute or adopt a tangible symbol; or

(ii) to attach to or logically associate with the record an electronic sound, symbol, or process.

(2) Other definitions applying to this Article or to specified Parts thereof, and the sections in which they appear are:

“Acceptance”.  Section 2-606.

“Between merchants”.  Section 2-104.

“Cancellation”.  Section 2-106(4).

“Commercial unit”.  Section 2-105.

“Conforming to contract”.  Section 2-106.

“Contract for sale”.  Section 2-106.

“Cover”.  Section 2-712.

“Entrusting”.  Section 2-403.

“Financing agency”.  Section 2-104.

“Future Goods”.  Section 2-105.

“Goods”.  Section 2-103.

“Identification”.  Section 2-501.

“Installment contract”.  Section 2-612.

“Lot”.  Section 2-105.

“Merchant”.  Section 2-104.

“Person in position of Seller”.  Section 2-707.

“Present sale”.  Section 2-106.

“Sale”.  Section 2-106.

“Sale on approval”.  Section 2-326.

“Sale or return”.  Section 2-326.

“Termination”.  Section 2-106.

(3) “Control” as provided in Section 7-106 and the following definitions in other Articles apply to this Article:

“Check”.  Section 3-104(f).

“Consignee”.  Section 7-102(3).

“Consignor”.  Section 7-102(4).

“Consumer Goods”.  Section 9-102(a)(23).

“Dishonor”.  Section 3-502.

“Draft”.  Section 3-104(e).

“Honor”. Section 5-102(a)(8).

“Injunction against honor”. Section 5-109(b).

“Letter of credit”. Section 5-102(a)(10).

(4) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

§ 2-104. Definitions:  “Merchant”;  “Between Merchants”;  “Financing Agency”.

(1) “Merchant” means a person that deals in goods of the kind or otherwise holds itself out by occupation as having knowledge or skill peculiar to the practices or goods involved in the transaction or to which the knowledge or skill may be attributed by the person’s employment of an agent or broker or other intermediary that holds itself out by occupation as having the knowledge or skill.

(2) “Financing agency” means a bank, finance company or other person that in the ordinary course of business makes advances against goods or documents of title or that by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller’s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft.  The term includes also a bank or other person that similarly intervenes between persons that are in the position of seller and buyer in respect to the goods (Section 2-707).

(3) “Between Merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.

§ 2-105. Definitions:  Transferability;  “Future” Goods;  “Lot”;  “Commercial Unit”.

(1) Goods must be both existing and identified before any interest in them may pass. Goods that are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

(2) There may be a sale of a part interest in existing identified goods.

(3) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of the bulk or any quantity thereof agreed upon by number, weight, or other measure may to the extent of the seller’s interest in the bulk be sold to the buyer that then becomes an owner in common.

(4) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

(5) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use.  A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.

§ 2-106. Definitions:  “Contract”;  “Agreement”;  “Contract for sale”;  “Sale”;  “Present sale”;  “Conforming” to Contract;  “Termination”;  “Cancellation”.

(1) In this Article unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods“Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time.  A “sale” consists in the passing of title from the seller to the buyer for a price (Section 2-401).  A “present sale” means a sale which is accomplished by the making of the contract.

(2) Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.

(3) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach.  On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

(4) “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.

§ 2-107. Goods to Be Severed From Realty:  Recording.

(1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this Article if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.

(2) A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection (1) or of timber to be cut is a contract for the sale of goods within this Article whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.

(3) The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer’s rights under the contract for sale.

§ 2-108. Transactions Subject to Other Law

(1) A transaction subject to this article is also subject to any applicable:

(a) [list any certificate of title statutes of this State covering automobiles, trailers, mobile homes, boats, farm tractors, or the like], except with respect to the rights of a buyer in ordinary course of business under Section 2-403(2) which arise before a certificate of title covering the goods is effective in the name of any other buyer;

(b) rule of law that establishes a different rule for consumers; or

(c) statute of this state applicable to the transaction, such as a statute dealing with:

(i) the sale or lease of agricultural products;

(ii) the transfer of human blood, blood products, tissues, or parts;

(iii) the consignment or transfer by artists of works of art or fine prints;

(iv) distribution agreements, franchises, and other relationships through which goods are sold;

(v) the misbranding or adulteration of food products or drugs; and

(vi) dealers in particular products, such as automobiles, motorized wheelchairs, agricultural equipment, and hearing aids.

(2) Except for the rights of a buyer in ordinary course of business under subsection (1)(a), in the event of a conflict between this article and a law referred to in subsection (1), that law governs.

(3) For purposes of this article, failure to comply with a law referred to in subsection (1) has only the effect specified in that law.

(4) 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. FORM, FORMATION AND READJUSTMENT OF CONTRACT [Table of Contents]

§ 2-201. Formal Requirements;  Statute of Frauds.

(1) A contract for the sale of goods for the price of $5,000 or more is not enforceable by way of action or defense unless there is some record sufficient to indicate that a contract for sale has been made between the parties and signed by the party against which enforcement is sought or by the party’s authorized agent or broker.  A record is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in the record.

(2) Between merchants if within a reasonable time a record in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection (1) against the recipient unless notice of objection to its contents is given in a record within 10 days after it is received.

(3) A contract that does not satisfy the requirements of subsection (1) but which is valid in other respects is enforceable:

(a) if the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement;

(b) if the party against which enforcement is sought admits in the party’s pleading, or in the party’s testimony or otherwise under oath that a contract for sale was made, but the contract is not enforceable under this paragraph beyond the quantity of goods admitted;  or

(c) with respect to goods for which payment has been made and accepted or which have been received and accepted (Sec. 2-606).

(4) A contract that is enforceable under this section is not unenforceable merely because it is not capable of being performed within one year or any other period after its making.

§ 2-202. Final Expression in a Record:  Parol or Extrinsic Evidence.

(1) Terms with respect to which the confirmatory records of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be supplemented by evidence of:

(a) course of performance, course of dealing, or usage of trade (Section 1-303);  and

(b) consistent additional terms unless the court finds the record to have been intended also as a complete and exclusive statement of the terms of the agreement .

(2) Terms in a record may be explained by evidence of course of performance, course of dealing, or usage of trade without a preliminary determination by the court that the language used is ambiguous.

§ 2-203. Seals Inoperative.

The affixing of a seal to a record evidencing a contract for sale or an offer to buy or sell goods does not constitute the record a sealed instrument. The law with respect to sealed instruments does not apply to such a contract or offer.

§ 2-204. Formation in General.

(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including offer and acceptance, conduct by both parties which recognizes the existence of a contract, the interaction of electronic agents, and the interaction of an electronic agent and an individual.

(2) An agreement sufficient to constitute a contract for sale may be found even if the moment of its making is undetermined.

(3) Even if one or more terms are left open, a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.

(4) Except as otherwise provided in Sections 2-211 through 2-213, the following rules apply:

(a) A contract may be formed by the interaction of electronic agents of the parties, even if no individual was aware of or reviewed the electronic agents’ actions or the resulting terms and agreements.

(b) A contract may be formed by the interaction of an electronic agent and an individual acting on the individual’s own behalf or for another person. A contract is formed if the individual takes actions that the individual is free to refuse to take or makes a statement, and the individual has reason to know that the actions or statement will:

(i) cause the electronic agent to complete the transaction or performance; or

(ii) indicate acceptance of an offer, regardless of other expressions or actions by the individual to which the electronic agent cannot react.

§ 2-205. Firm Offers.

An offer by a merchant to buy or sell goods in a signed record that by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months; but in no event may the period of irrevocability exceed three months. Any such term of assurance in a form supplied by the offeree must be separately signed by the offeror.

§ 2-206. Offer and Acceptance in Formation of Contract.

(1) Unless otherwise unambiguously indicated by the language or circumstances

(a) an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances:

(b) an order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but the shipment of nonconforming goods is not an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

(2) If the beginning of a requested performance is a reasonable mode of acceptance, an offeror that is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

(3) A definite and seasonable expression of acceptance in a record operates as an acceptance even if it contains terms additional to or different from the offer.

§ 2-207. Terms of Contract; Effect of Confirmation.

Subject to Section 2-202, if (i) conduct by both parties recognizes the existence of a contract although their records do not otherwise establish a contract, (ii) a contract is formed by an offer and acceptance, or (iii) a contract formed in any manner is confirmed by a record that contains terms additional to or different from those in the contract being confirmed, the terms of the contract are:

(a) terms that appear in the records of both parties;

(b) terms, whether in a record or not, to which both parties agree; and

(c) terms supplied or incorporated under any provision of this Act.

[§ 2-208. Reserved]

§ 2-209. Modification, Rescission and Waiver.

(1) An agreement modifying a contract within this Article needs no consideration to be binding.

(2) An agreement in a signed record which excludes modification or rescission except by a signed record may not be otherwise modified or rescinded, but except as between merchants such a requirement in a form supplied by the merchant must be separately signed by the other party.

(3) The requirements of Section 2-201 must be satisfied if the contract as modified is within its provisions.

(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3), it may operate as a waiver.

(5) A party that has made a waiver affecting an executory portion of a contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.

§ 2-210. Delegation of Performance;  Assignment of Rights.

(1) If the seller or buyer assigns rights under a contract, the following rules apply: 

(a) Subject to paragraph (b) and except as otherwise provided in Section 9-406 or as otherwise agreed, all rights of the seller or the buyer may be assigned unless the assignment would materially change the duty of the other party, increase materially the burden or risk imposed on that party by the contract, or impair materially that party’s chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor’s due performance of its entire obligation may be assigned despite an agreement otherwise.

(b) The creation, attachment, perfection, or enforcement of a security interest in the seller’s interest under a contract is not an assignment that materially changes the duty of or materially increases the burden or risk imposed on the buyer or materially impairs the buyer’s chance of obtaining return performance under paragraph (a) unless, and only to the extent that, enforcement of the security interest results in a delegation of a material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective. However, the seller is liable to the buyer for damages caused by the delegation to the extent that the damages could not reasonably be prevented by the buyer, and a court may grant other appropriate relief, including cancellation of the contract or an injunction against enforcement of the security interest or consummation of the enforcement.

(2) If the seller or buyer delegates performance of its duties under a contract, the following rules apply:

(a) A party may perform its duties through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract. Delegation of performance does not relieve the delegating party of any duty to perform or liability for breach.

(b) Acceptance of a delegation of duties by the assignee constitutes a promise to perform those duties. The promise is enforceable by either the assignor or the other party to the original contract.

(c) The other party may treat any delegation of duties as creating reasonable grounds for insecurity and may without prejudice to its rights against the assignor demand assurances from the assignee under Section 2–609.

(d) A contractual term prohibiting the delegation of duties otherwise delegable under paragraph (a) is enforceable, and an attempted delegation is not effective.

(3) An assignment of “the contract” or of “all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances, as in an assignment for security, indicate the contrary, it is also a delegation of performance of the duties of the assignor.

(4) Unless the circumstances indicate the contrary, a prohibition of assignment of “the contract” is to be construed as barring only the delegation to the assignee of the assignor’s performance.

§ 2-211. Legal Recognition of Electronic Contracts, Records, and Signatures

(1) A record or signature may not be denied legal effect or enforceability solely because it is in electronic form.

(2) A contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation.

(3) This article does not require a record or signature to be created, generated, sent, communicated, received, stored, or otherwise processed by electronic means or in electronic form.

(4) A contract formed by the interaction of an individual and an electronic agent under Section 2-204(4)(b) does not include terms provided by the individual if the individual had reason to know that the agent could not react to the terms as provided.

§ 2-212. ATTRIBUTION

An electronic record or electronic signature is attributable to a person if it was the act of the person or the person’s electronic agent or the person is otherwise legally bound by the act.

§ 2-213. ELECTRONIC COMMUNICATION

(1) If the receipt of an electronic communication has a legal effect, it has that effect even if no individual is aware of its receipt.

(2) Receipt of an electronic acknowledgment of an electronic communication establishes that the communication was received but, in itself, does not establish that the content sent corresponds to the content received.

PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT [Table of Contents]

§ 2-301. General Obligations of Parties.

The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.

§ 2-302. Unconscionable contract or Term.

(1) If the court as a matter of law finds the contract or any term of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable term, or it may so limit the application of any unconscionable term as to avoid any unconscionable result.

(2) If it is claimed or appears to the court that the contract or any term thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose, and effect to aid the court in making the determination.

§ 2-303. Allocation or Division of Risks.

Where this Article allocates a risk or a burden as between the parties “unless otherwise agreed”, the agreement may not only shift the allocation but may also divide the risk or burden.

§ 2-304. Price Payable in Money, Goods, Realty, or Otherwise.

(1) The price may be made payable in money or otherwise.  If it is payable in whole or in part in goods each party is a seller of the goods that the party is to transfer.

(2) Even if all or part of the price is payable in an interest in real property the transfer of the goods and the seller’s obligations with reference to them are subject to this Article, but not the transfer of the interest in real property or the transferor’s obligations in connection therewith.

§ 2-305. Open Price Term.

(1) The parties if they so intend may conclude a contract for sale even if the price is not settled.  In such a case the price is a reasonable price at the time for delivery if:

(a) nothing is said as to price; 

(b) the price is left to be agreed by the parties and they fail to agree;  or

(c) the price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

(2) A price to be fixed by the seller or by the buyer means a price to be fixed in good faith.

(3) If a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at the party’s option treat the contract as cancelled or the party may fix a reasonable price.

(4) If, however, the parties intend not to be bound unless the price is fixed or agreed and it is not fixed or agreed there is no contract.  In such a case the buyer must return any goods already received or if unable to do so must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.

§ 2-306. Output, Requirements and Exclusive Dealings.

(1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.

(2) A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.

§ 2-307. Delivery in Single Lot or Several Lots.

Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.

§ 2-308. Absence of Specified Place for Delivery.

Unless otherwise agreed

(a) the place for delivery of goods is the seller’s place of business or if none, the seller’s residence;  but

(b) in a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery;  and

(c) documents of title may be delivered through customary banking channels.

§ 2-309. Absence of Specific Time Provisions;  Notice of Termination.

(1) The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time.

(2) If the contract provides for successive performances but is indefinite in duration, it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.

(3) Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable. A term specifying standards for the nature and timing of notice is enforceable if the standards are not manifestly unreasonable.

§ 2-310. Open Time for Payment or Running of Credit;  Authority to Ship Under Reservation.

Unless otherwise agreed

(a) payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; 

(b) if the seller is required or authorized to send the goods, the seller may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless the inspection is inconsistent with the terms of the contract (Section 2-513); 

(c) if tender of delivery is agreed to be made by way of documents of title otherwise than by paragraph (b), then payment is due regardless of where the goods are to be received (i) at the time and place at which the buyer is to receive delivery of the tangible documents, or (ii) at the time the buyer is to receive delivery of the electronic documents and at the seller’s place of business or if none, the seller’s residence;  and

(d) if the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.

§ 2-311. Options and Cooperation Respecting Performance.

(1) An agreement for sale which is otherwise sufficiently definite (Section 2-204(3)) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties.  Any such specification must be made in good faith and within limits set by commercial reasonableness.

(2) Unless otherwise agreed, specifications relating to assortment of the goods are at the buyer’s option and specifications or arrangements relating to shipment are at the seller’s option.

(3) If the specification would materially affect the other party’s performance but is not seasonably made or if one party’s cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies:

(a) is excused for any resulting delay in that party’s performance;  and

(b) may also either proceed to perform in any reasonable manner or after the time for a material part of that party’s performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.

§ 2-312. Warranty of Title and Against Infringement;  Buyer’s Obligation Against Infringement.

(1) Subject to subsection (3), there is in a contract for sale a warranty by the seller that:

(a) the title conveyed shall be good and its transfer rightful and shall not unreasonably expose the buyer to litigation because of any colorable claim to or interest in the goods; and

(b) the goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.

(2) Unless otherwise agreed, a seller that is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer that furnishes specifications to the seller must hold the seller harmless against any such claim that arises out of compliance with the specifications.

(3) A warranty under this section may be disclaimed or modified only by specific language or by circumstances that give the buyer reason to know that the seller does not claim title, that the seller is purporting to sell only the right or title as the seller or a third person may have, or that the seller is selling subject to any claims of infringement or the like.

§ 2-313. Express Warranties by Affirmation, Promise, Description, Sample.

(1) In this section, “immediate buyer” means a buyer that enters into a contract with the seller.

(2) Express warranties by the seller to the immediate buyer are created as follows:

(a) Any affirmation of fact or promise made by the seller which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.

(b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.

(c) Any sample or model that is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.

(3) It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that the seller have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty.

(4) Any remedial promise made by the seller to the immediate buyer creates an obligation that the promise will be performed upon the happening of the specified event.

§ 2-313A Obligation to Remote Purchaser Created by Record Packaged With or Accompanying Goods

(1) In this section:

(a) “Immediate buyer” means a buyer that enters into a contract with the seller.

(b) “Remote purchaser” means a person that buys or leases goods from an immediate buyer or other person in the normal chain of distribution.

(2) This section applies only to new goods and goods sold or leased as new goods in a transaction of purchase in the normal chain of distribution.

(3) If in a record packaged with or accompanying the goods the seller makes an affirmation of fact or promise that relates to the goods, provides a description that relates to the goods, or makes a remedial promise, and the seller reasonably expects the record to be, and the record is, furnished to the remote purchaser, the seller has an obligation to the remote purchaser that:

(a) the goods will conform to the affirmation of fact, promise, or description unless a reasonable person in the position of the remote purchaser would not believe that the affirmation of fact, promise, or description created an obligation; and

(b) the seller will perform the remedial promise.

(4) It is not necessary to the creation of an obligation under this section that the seller use formal words such as “warrant” or “guarantee” or that the seller have a specific intention to undertake an obligation, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create an obligation.

(5) The following rules apply to the remedies for breach of an obligation created under this section:

(a) The seller may modify or limit the remedies available to the remote purchaser if the modification or limitation is furnished to the remote purchaser no later than the time of purchase or if the modification or limitation is contained in the record that contains the affirmation of fact, promise, or description.

(b) Subject to a modification or limitation of remedy, a seller in breach is liable for incidental or consequential damages under Section 2-715, but not for lost profits.

(c) The remote purchaser may recover as damages for breach of a seller’s obligation arising under subsection (3) the loss resulting in the ordinary course of events as determined in any reasonable manner.

(6) An obligation that is not a remedial promise is breached if the goods did not conform to the affirmation of fact, promise, or description creating the obligation when the goods left the seller’s control.

§ 2-313B Obligation to Remote Purchaser Created by Communication to the Public

(1) In this section:

(a) “Immediate buyer” means a buyer that enters into a contract with the seller.

(b) “Remote purchaser” means a person that buys or leases goods from an immediate buyer or other person in the normal chain of distribution.

(2) This section applies only to new goods and goods sold or leased as new goods in a transaction of purchase in the normal chain of distribution.

(3) If in an advertisement or a similar communication to the public a seller makes an affirmation of fact or promise that relates to the goods, provides a description that relates to the goods, or makes a remedial promise, and the remote purchaser enters into a transaction of purchase with knowledge of and with the expectation that the goods will conform to the affirmation of fact, promise, or description, or that the seller will perform the remedial promise, the seller has an obligation to the remote purchaser that:

(a) the goods will conform to the affirmation of fact, promise, or description unless a reasonable person in the position of the remote purchaser would not believe that the affirmation of fact, promise, or description created an obligation; and

(b) the seller will perform the remedial promise.

(4) It is not necessary to the creation of an obligation under this section that the seller use formal words such as “warrant” or “guarantee” or that the seller have a specific intention to undertake an obligation, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create an obligation.

(5) The following rules apply to the remedies for breach of an obligation created under this section:

(a) The seller may modify or limit the remedies available to the remote purchaser if the modification or limitation is furnished to the remote purchaser no later than the time of purchase. The modification or limitation may be furnished as part of the communication that contains the affirmation of fact, promise, or description.

(b) Subject to a modification or limitation of remedy, a seller in breach is liable for incidental or consequential damages under Section 2-715, but not for lost profits.

(c) The remote purchaser may recover as damages for breach of a seller’s obligation arising under subsection (3) the loss resulting in the ordinary course of events as determined in any reasonable manner.

(6) An obligation that is not a remedial promise is breached if the goods did not conform to the affirmation of fact, promise, or description creating the obligation when the goods left the seller’s control.

§ 2-314. Implied Warranty:  Merchantability;  Usage of Trade.

(1) Unless excluded or modified (Section 2-316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind.  Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.

(2) Goods to be merchantable must be at least such as:

(a) pass without objection in the trade under the contract description; 

(b) in the case of fungible goods, are of fair average quality within the description; 

(c) are fit for the ordinary purposes for which goods of that description are used; 

(d) run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; 

(e) are adequately contained, packaged, and labeled as the agreement may require;  and

(f) conform to the promise or affirmations of fact made on the container or label if any.

(3) Unless excluded or modified (Section 2-316) other implied warranties may arise from course of dealing or usage of trade.

§ 2-315. Implied Warranty:  Fitness for Particular Purpose.

Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose.

§ 2-316. Exclusion or Modification of Warranties.

(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other;  but subject to Section 2-202, negation or limitation is inoperative to the extent that such construction is unreasonable.

(2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it in a consumer contract the language must be in a record, be conspicuous, and state “The seller undertakes no responsibility for the quality of the goods except as otherwise provided in this contract,” and in any other contract the language must mention merchantability and in case of a record must be conspicuous. Subject to subsection (3), to exclude or modify the implied warranty of fitness, the exclusion must be in a record and be conspicuous. Language to exclude all implied warranties of fitness in a consumer contract must state “The seller assumes no responsibility that the goods will be fit for any particular purpose for which you may be buying these goods, except as otherwise provided in the contract,” and in any other contract the language is sufficient if it states, for example, that “There are no warranties that extend beyond the description on the face hereof.” Language that satisfies the requirements of this subsection for the exclusion or modification of a warranty in a consumer contract also satisfies the requirements for any other contract.

(3) Notwithstanding subsection (2)

(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is”, “with all faults” or other language that in common understanding calls the buyer‘s attention to the exclusion of warranties, makes plain that there is no implied warranty, and, in a consumer contract evidenced by a record, is set forth conspicuously in the record;

(b) if the buyer before entering into the contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods after a demand by the seller there is no implied warranty with regard to defects that an examination in the circumstances should have revealed to the buyer;  and

(c) an implied warranty may also be excluded or modified by course of dealing or course of performance or usage of trade.

(4) Remedies for breach of warranty may be limited in accordance with Sections 2-718 and 2-719.

§ 2-317. Cumulation and Conflict of Warranties Express or Implied.

Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant.  In ascertaining that intention the following rules apply:

(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.

(b) A sample from an existing bulk displaces inconsistent general language of description.

(c) Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.

§ 2-318. Third Party Beneficiaries of Warranties Express or Implied.

(1) In this section:

(a) “Immediate buyer” means a buyer that enters into a contract with the seller.

(b) “Remote purchaser” means a person that buys or leases goods from an immediate buyer or other person in the normal chain of distribution.

Alternative A to subsection (2)

A seller’s warranty to an immediate buyer, whether express or implied, a seller’s remedial promise to an immediate buyer, or a seller’s obligation to a remote purchaser under Section 2-313A or 2-313B extends to any individual who is in the family or household of the immediate buyer or the remote purchaser or who is a guest in the home of either if it is reasonable to expect that the person may use, consume, or be affected by the goods and who is injured in person by breach of the warranty, remedial promise, or obligation. A seller may not exclude or limit the operation of this section.

Alternative B to subsection (2)

A seller’s warranty to an immediate buyer, whether express or implied, a seller’s remedial promise to an immediate buyer, or a seller’s obligation to a remote purchaser under Section 2-313A or 2-313B extends to any individual who may reasonably be expected to use, consume, or be affected by the goods and who is injured in person by breach of the warranty, remedial promise, or obligation. A seller may not exclude or limit the operation of this section.

Alternative C to subsection (2)

A seller’s warranty to an immediate buyer, whether express or implied, a seller’s remedial promise to an immediate buyer, or a seller’s obligation to a remote purchaser under Section 2-313A or 2-313B extends to any person that may reasonably be expected to use, consume, or be affected by the goods and that is injured by breach of the warranty, remedial promise, or obligation. A seller may not exclude or limit the operation of this section with respect to injury to the person of an individual to whom the warranty, remedial promise, or obligation extends.

[§ 2-319. Reserved]

[§ 2-320. Reserved]

[§ 2-321. Reserved]

[§ 2-322. Reserved]

[§ 2-323. Reserved]

[§ 2-324. Reserved]

§ 2-325. “Letter of Credit” Term;  “Confirmed Credit”.

If the parties agree that the primary method of payment will be by letter of credit, the following rules apply:

(a) The buyer’s obligation to pay is suspended by seasonable delivery to the seller of a letter of credit issued or confirmed by a financing agency of good repute in which the issuer and any confirmer undertake to pay against presentation of documents that evidence delivery of the goods.

(b) Failure of a party seasonably to furnish a letter of credit as agreed is a breach of the contract for sale.

(c) If the letter of credit is dishonored or repudiated, the seller, on seasonable notification, may require payment directly from the buyer.

§ 2-326. Sale on Approval and Sale or Return;  Consignment Sales and Rights of Creditors.

(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even if they conform to the contract, the transaction is:

(a) a “sale on approval” if the goods are delivered primarily for use; and

(b) a “sale or return” if the goods are delivered primarily for resale.

(2) Goods held on approval are not subject to the claims of the buyer’s creditors until acceptance;  goods held on sale or return are subject to such claims while in the buyer’s possession.

(3) Any “or return” term of a contract for sale is to be treated as a separate contract for sale under Section 2-201 and as contradicting the sale aspect of the contract under Section 2-202.

§ 2-327. Special Incidents of Sale on Approval and Sale or Return.

(1) Under a sale on approval unless otherwise agreed

(a) although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance;  and

(b) use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole;  and

(c) after due notification of election to return, the return is at the seller’s risk and expense but a merchant buyer must follow any reasonable instructions.

(2) Under a sale or return unless otherwise agreed

(a) the option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably;  and

(b) the return is at the buyer’s risk and expense.

§ 2-328. Sale by Auction.

(1) In a sale by auction, if goods are put up in lots each lot is the subject of a separate sale.

(2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner.  If a bid is made during the process of completing the sale but before a prior bid is accepted, the auctioneer has discretion to reopen the bidding or to declare the goods sold under the prior bid.

(3) A sale by auction is subject to the seller’s right to withdraw the goods unless at the time the goods are put up or during the course of the auction it is announced in express terms that the right to withdraw the goods is not reserved. In an auction in which the right to withdraw the goods is reserved, the auctioneer may withdraw the goods at any time until completion of the sale is announced by the auctioneer. In an auction in which the right to withdraw the goods is not reserved, after the auctioneer calls for bids on an article or lot, the article or lot may not be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract a bid until the auctioneer’s announcement of completion of the sale, but a bidder’s retraction does not revive any previous bid.

(4) If the auctioneer knowingly receives a bid on the seller’s behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at the buyer’s option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale.  This subsection shall not apply to any bid at an auction required by law.

PART 4. TITLE, CREDITORS AND GOOD FAITH PURCHASERS [Table of Contents]

§ 2-401. Passing of Title;  Reservation for Security;  Limited Application of This Section.

Each provision of this Article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title.  Insofar as situations are not covered by the other provisions of this Article and matters concerning title become material the following rules apply:

(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (Section 2-501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this Act.  Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest.  Subject to these provisions and to the provisions of Article 9, title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.

(2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place;  and in particular and despite any reservation of a security interest by the bill of lading

(a) if the contract requires or authorizes the seller to send the goods to the buyer but does not require the seller to deliver them at destination, title passes to the buyer at the time and place of shipment;  but

(b) if the contract requires delivery at destination, title passes on tender there.

(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods,

(a) if the seller is to deliver a tangible document of title, title passes at the time when and the place where he delivers such documents and if the seller is to deliver an electronic docuemnt of title, title passes when the seller delivers the document;  or

(b) if the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.

(4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller.  Such revesting occurs by operation of law and is not a “sale”.

§ 2-402. Rights of Seller’s Creditors Against Sold Goods.

(1) Except as provided in subsections (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer’s rights to recover the goods under this Article (Sections 2-502 and 2-716).

(2) A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

(3) Nothing in this Article shall be deemed to impair the rights of creditors of the seller

(a) under the provisions of the Article on Secured Transactions (Article 9);  or

(b) where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a pre-existing claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this Article constitute the transaction a fraudulent transfer or voidable preference.

§ 2-403. Power to Transfer;  Good Faith Purchase of Goods;  “Entrusting”.

(1) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased.  A person with voidable title has power to transfer a good title to a good faith purchaser for value.  When goods have been delivered under a transaction of purchase the purchaser has such power even though

(a) the transferor was deceived as to the identity of the purchaser, or

(b) the delivery was in exchange for a check which is later dishonored, or

(c) it was agreed that the transaction was to be a “cash sale”, or

(d) the delivery was procured through fraud punishable as larcenous under the criminal law.

(2) Any entrusting of possession of goods to a merchant that deals in goods of that kind gives him power to transfer all rights of the entruster to a buyer in ordinary course of business.

(3) “Entrusting” includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor’s disposition of the goods have been such as to be larcenous under the criminal law.

[Note:  If a state adopts the repealer of Article 6-Bulk Transfers (Alternative A), subsec. (4) should read as follows:]

(4) The rights of other purchasers of goods and of lien creditors are governed by the Articles on Secured Transactions (Article 9) and Documents of Title (Article 7).

[Note:  If a state adopts Revised Article 6-Bulk Sales (Alternative B), subsec. (4) should read as follows:]

(4) The rights of other purchasers of goods and of lien creditors are governed by the Articles on Secured Transactions (Article 9), Bulk Sales (Article 6) and Documents of Title (Article 7).

PART 5. PERFORMANCE [Table of Contents]

§ 2-501. Insurable Interest in Goods;  Manner of Identification of Goods.

(1) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are non-conforming and he has an option to return or reject them.  Such identification can be made at any time and in any manner explicitly agreed to by the parties.  In the absence of explicit agreement identification occurs

(a) when the contract is made if it is for the sale of goods already existing and identified;

(b) if the contract is for the sale of future goods other than those described in paragraph (c), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers;

(c) when the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within twelve months after contracting or for the sale of crops to be harvested within twelve months or the next normal harvest reason after contracting whichever is longer.

(2) The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in him and where the identification is by the seller alone he may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.

(3) Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.

§ 2-502. Buyer’s Right to Goods on Seller’s Repudiation, Failure to Deliver or Insolvency.

(1) Subject to subsections (2) and (3) and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which he has a special property under the provisions of the immediately preceding section may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:

(a) in the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; or

(b) in other cases, the seller becomes insolvent within ten days after receipt of the first installment on their price.

(2) The buyer’s right to recover the goods under subsection (1)(a) vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.

(3) If the identification creating his special property has been made by the buyer he acquires the right to recover the goods only if they conform to the contract for sale.

§ 2-503. Manner of Seller’s Tender of Delivery.

(1) Tender of delivery requires that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary to enable him to take delivery.  The manner, time and place for tender are determined by the agreement and this Article, and in particular

(a) tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession;  but

(b) unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.

(2) Where the case is within the next section respecting shipment tender requires that the seller comply with its provisions.

(3) Where the seller is required to deliver at a particular destination tender requires that he comply with subsection (1) and also in any appropriate case tender documents as described in subsections (4) and (5) of this section.

(4) Where goods are in the possession of a bailee and are to be delivered without being moved

(a) tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer’s right to possession of the goods;  but

(b) tender to the buyer of a non-negotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and except as otherwise provided in Article 9 receipt by the bailee of notification of the buyer’s rights fixes those rights as against the bailee and all third persons;  but risk of loss of the goods and of any failure by the bailee to honor the non-negotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.

(5) Where the contract requires the seller to deliver documents

(a) he must tender all such documents in correct form, except as provided in this Article with respect to bills of lading in a set (subsection (2) of Section 2-323);  and

(b) tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes non-acceptance or rejection.

§ 2-504. Shipment by Seller.

Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination, then unless otherwise agreed he must

(a) put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case;  and

(b) obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade;  and

(c) promptly notify the buyer of the shipment.

Failure to notify the buyer under paragraph (c) or to make a proper contract under paragraph (a) is a ground for rejection only if material delay or loss ensues.

§ 2-505. Seller’s Shipment Under Reservation.

(1) Where the seller has identified goods to the contract by or before shipment:

(a) his procurement of a negotiable bill of lading to his own order or otherwise reserves in him a security interest in the goods.  His procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller’s expectation of transferring that interest to the person named.

(b) a non-negotiable bill of lading to himself or his nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection (2) of Section 2-507) a non-negotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

(2) When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within the preceding section but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller’s powers as a holder of a negotiable document of title.

§ 2-506. Rights of Financing agency.

(1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper’s right to have the draft honored by the buyer.

(2) The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular.

§ 2-507. Effect of Seller’s Tender;  Delivery on Condition.

(1) Tender of delivery is a condition to the buyer’s duty to accept the goods and, unless otherwise agreed, to his duty to pay for them.  Tender entitles the seller to acceptance of the goods and to payment according to the contract.

(2) Where payment is due and demanded on the delivery to the buyer of goods or documents of title, his right as against the seller to retain or dispose of them is conditional upon his making the payment due.

[Permanent Editorial Board Commentary]

§ 2-508. Cure by Seller of Improper Tender or Delivery;  Replacement.

(1) Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his intention to cure and may then within the contract time make a conforming delivery.

(2) Where the buyer rejects a non-conforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if he seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.

§ 2-509. Risk of Loss in the Absence of Breach.

(1) Where the contract requires or authorizes the seller to ship the goods by carrier

(a) if it does not require him to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (Section 2-505);  but

(b) if it does require him to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.

(2) Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer

(a) on his receipt of possession or control of a negotiable document of title covering the goods;  or

(b) on acknowledgment by the bailee of the buyer’s right to possession of the goods;  or

(c) after his receipt of posession or control of a non-negotiable document of title or other direction to deliver in a record, as provided in subsection (4)(b) of Section 2-503.

(3) In any case not within subsection (1) or (2), the risk of loss passes to the buyer on his receipt of the goods if the seller is a merchant;  otherwise the risk passes to the buyer on tender of delivery.

(4) The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (Section 2-327) and on effect of breach on risk of loss (Section 2-510).

§ 2-510. Effect of Breach on Risk of Loss.

(1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance.

(2) Where the buyer rightfully revokes acceptance he may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as having rested on the seller from the beginning.

(3) Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to him, the seller may to the extent of any deficiency in his effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.

§ 2-511. Tender of Payment by Buyer;  Payment by Check.

(1) Unless otherwise agreed tender of payment is a condition to the seller’s duty to tender and complete any delivery.

(2) Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it.

(3) Subject to the provisions of this Act on the effect of an instrument on an obligation (Section 3-802), payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.

§ 2-512. Payment by Buyer Before Inspection.

(1) Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless

(a) the non-conformity appears without inspection;  or

(b) despite tender of the required documents the circumstances would justify injunction against honor under this Act (Section 5-109(b)).

(2) Payment pursuant to subsection (1) does not constitute an acceptance of goods or impair the buyer’s right to inspect or any of his remedies.

§ 2-513. Buyer’s Right to Inspection of Goods.

(1) Unless otherwise agreed and subject to subsection (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner.  When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival.

(2) Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected.

(3) Unless otherwise agreed and subject to the provisions of this Article on C.I.F. contracts (subsection (3) of Section 2-321), the buyer is not entitled to inspect the goods before payment of the price when the contract provides

(a) for delivery “C.O.D.” or on other like terms;  or

(b) for payment against documents of title, except where such payment is due only after the goods are to become available for inspection.

(4) A place or method of inspection fixed by the parties is presumed to be exclusive but unless otherwise expressly agreed it does not postpone identification or shift the place for delivery or for passing the risk of loss.  If compliance becomes impossible, inspection shall be as provided in this section unless the place or method fixed was clearly intended as an indispensable condition failure of which avoids the contract.

§ 2-514. When Documents Deliverable on Acceptance;  When on Payment.

Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three days after presentment;  otherwise, only on payment.

§ 2-515. Preserving Evidence of Goods in Dispute.

In furtherance of the adjustment of any claim or dispute

(a) either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods including such of them as may be in the possession or control of the other;  and

(b) the parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.

PART 6. BREACH, REPUDIATION AND EXCUSE [Table of Contents]

§ 2-601. Buyer’s Rights on Improper Delivery.

Subject to the provisions of this Article on breach in installment contracts (Section 2-612) and unless otherwise agreed under the sections on contractual limitations of remedy (Sections 2-718 and 2-719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may

(a) reject the whole;  or

(b) accept the whole;  or

(c) accept any commercial unit or units and reject the rest.

§ 2-602. Manner and Effect of Rightful Rejection.

(1) Rejection of goods must be within a reasonable time after their delivery or tender.  It is ineffective unless the buyer seasonably notifies the seller.

(2) Subject to the provisions of the two following sections on rejected goods (Sections 2-603 and 2-604),

(a) after rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller;  and

(b) if the buyer has before rejection taken physical possession of goods in which he does not have a security interest under the provisions of this Article (subsection (3) of Section 2-711), he is under a duty after rejection to hold them with reasonable care at the seller’s disposition for a time sufficient to permit the seller to remove them;  but

(c) the buyer has no further obligations with regard to goods rightfully rejected.

(3) The seller’s rights with respect to goods wrongfully rejected are governed by the provisions of this Article on seller’s remedies in general (Section 2-703).

§ 2-603. Merchant Buyer’s Duties as to Rightfully Rejected Goods.

(1) Subject to any security interest in the buyer (subsection (3) of Section 2-711), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in his possession or control to follow any reasonable instructions received from the seller with respect to the goods and in the absence of such instructions to make reasonable efforts to sell them for the seller’s account if they are perishable or threaten to decline in value speedily.  Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

(2) When the buyer sells goods under subsection (1), he is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as is usual in the trade or if there is none to a reasonable sum not exceeding ten per cent on the gross proceeds.

(3) In complying with this section the buyer is held only to good faith and good faith conduct hereunder is neither acceptance nor conversion nor the basis of an action for damages.

§ 2-604. Buyer’s Options as to Salvage of Rightfully Rejected Goods.

Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller’s account or reship them to him or resell them for the seller’s account with reimbursement as provided in the preceding section.  Such action is not acceptance or conversion.

§ 2-605. Waiver of Buyer’s Objections by Failure to Particularize.

(1) The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on the unstated defect to justify rejection or to establish breach

(a) where the seller could have cured it if stated seasonably;  or

(b) between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.

(2) Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.

§ 2-606. What Constitutes Acceptance of Goods.

(1) Acceptance of goods occurs when the buyer

(a) after a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that he will take or retain them in spite of their non-conformity;  or

(b) fails to make an effective rejection (subsection (1) of Section 2-602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them;  or

(c) does any act inconsistent with the seller’s ownership;  but if such act is wrongful as against the seller it is an acceptance only if ratified by him.

(2) Acceptance of a part of any commercial unit is acceptance of that entire unit.

§ 2-607. Effect of Acceptance;  Notice of Breach;  Burden of Establishing Breach After Acceptance;  Notice of Claim or Litigation to Person Answerable Over.

(1) The buyer must pay at the contract rate for any goods accepted.

(2) Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a non-conformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the non-conformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this Article for non-conformity.

(3) Where a tender has been accepted

(a) the buyer must within a reasonable time after he discovers or should have discovered any breach notify the seller of breach or be barred from any remedy;  and

(b) if the claim is one for infringement or the like (subsection (3) of Section 2-312) and the buyer is sued as a result of such a breach he must so notify the seller within a reasonable time after he receives notice of the litigation or be barred from any remedy over for liability established by the litigation.

(4) The burden is on the buyer to establish any breach with respect to the goods accepted.

(5) Where the buyer is sued for breach of a warranty or other obligation for which his seller is answerable over

(a) he may give his seller written notice of the litigation.  If the notice states that the seller may come in and defend and that if the seller does not do so he will be bound in any action against him by his buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend he is so bound.

(b) if the claim is one for infringement or the like (subsection (3) of Section 2-312) the original seller may demand in writing that his buyer turn over to him control of the litigation including settlement or else be barred from any remedy over and if he also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.

(6) The provisions of subsections (3), (4) and (5) apply to any obligation of a buyer to hold the seller harmless against infringement or the like (subsection (3) of Section 2-312).

§ 2-608. Revocation of Acceptance in Whole or in Part.

(1) The buyer may revoke his acceptance of a lot or commercial unit whose non-conformity substantially impairs its value to him if he has accepted it

(a) on the reasonable assumption that its non-conformity would be cured and it has not been seasonably cured;  or

(b) without discovery of such non-conformity if his acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assurances.

(2) Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects.  It is not effective until the buyer notifies the seller of it.

(3) A buyer who so revokes has the same rights and duties with regard to the goods involved as if he had rejected them.

(4) If a buyer uses the goods after a rightful rejection or justifiable revocation of acceptance, the following rules apply:

(a) Any use by the buyer that is unreasonable under the circumstances is wrongful as against the seller and is an acceptance only if ratified by the seller.

(b) Any use of the goods that is reasonable under the circumstances is not wrongful as against the seller and is not an acceptance, but in an appropriate case the buyer is obligated to the seller for the value of the use to the buyer.

 

§ 2-609. Right to Adequate Assurance of Performance.

(1) A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired.  When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.

(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.

(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.

(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.

§ 2-610. Anticipatory Repudiation.

When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may

(a) for a commercially reasonable time await performance by the repudiating party;  or

(b) resort to any remedy for breach (Section 2-703 or Section 2-711), even though he has notified the repudiating party that he would await the latter’s performance and has urged retraction;  and

(c) in either case suspend his own performance or proceed in accordance with the provisions of this Article on the seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (Section 2-704).

§ 2-611. Retraction of Anticipatory Repudiation.

(1) Until the repudiating party’s next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his position or otherwise indicated that he considers the repudiation final.

(2) Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this Article (Section 2-609).

(3) Retraction reinstates the repudiating party’s rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.

§ 2-612. “Installment contract”;  Breach.

(1) An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent.

(2) The buyer may reject any installment which is non-conforming if the non-conformity substantially impairs the value of that installment and cannot be cured or if the non-conformity is a defect in the required documents;  but if the non-conformity does not fall within subsection (3) and the seller gives adequate assurance of its cure the buyer must accept that installment.

(3) Whenever non-conformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole.  But the aggrieved party reinstates the contract if he accepts a non-conforming installment without seasonably notifying of cancellation or if he brings an action with respect only to past installments or demands performance as to future installments.

§ 2-613. Casualty to Identified Goods.

Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (Section 2-324) then

(a) if the loss is total the contract is avoided;  and

(b) if the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.

§ 2-614. Substituted Performance.

(1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted.

(2) If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent.  If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyer’s obligation unless the regulation is discriminatory, oppressive or predatory.

§ 2-615. Excuse by Failure of Presupposed Conditions.

Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:

(a) Delay in delivery or non-delivery in whole or in part by a seller that complies with paragraphs (b) and (c) is not a breach of his duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the non-occurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.

(b) Where the causes mentioned in paragraph (a) affect only a part of the seller’s capacity to perform, he must allocate production and deliveries among his customers but may at his option include regular customers not then under contract as well as his own requirements for further manufacture.  He may so allocate in any manner which is fair and reasonable.

(c) The seller must notify the buyer seasonably that there will be delay or non-delivery and, when allocation is required under paragraph (b), of the estimated quota thus made available for the buyer.

§ 2-616. Procedure on Notice Claiming Excuse.

(1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this Article relating to breach of installment contracts (Section 2-612), then also as to the whole,

(a) terminate and thereby discharge any unexecuted portion of the contract;  or

(b) modify the contract by agreeing to take his available quota in substitution.

(2) If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding thirty days the contract lapses with respect to any deliveries affected.

(3) The provisions of this section may not be negated by agreement except in so far as the seller has assumed a greater obligation under the preceding section.s

PART 7. REMEDIES [Table of Contents]

§ 2-701. Remedies for Breach of Collateral contracts Not Impaired.

Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this Article.

§ 2-702. Seller’s Remedies on Discovery of Buyer’s Insolvency.

(1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this Article (Section 2-705).

(2) Where the seller discovers that the buyer has received goods on credit while insolvent, the seller may reclaim the goods upon demand made within a reasonable time after the buyer’s receipt of the goods. Except as provided in this subsection, the seller may not base a right to reclaim goods on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.

(3) The seller‘s right to reclaim under subsection (2) is subject to the rights of a buyer in ordinary course of business or other good -faith purchaser for value under Section 2-403. Successful reclamation of goods excludes all other remedies with respect to them.

§ 2-703. Seller’s Remedies in General.

(1) A breach of contract by the buyer includes the buyer’s wrongful rejection or wrongful attempt to revoke acceptance of goods, wrongful failure to perform a contractual obligation, failure to make a payment when due, and repudiation.

(2) If the buyer is in breach of contract the seller, to the extent provided for by this Act or other law, may:

(a) withhold delivery of such goods;

(b) stop delivery of the goods under Section 2-705;

(c) proceed under Section 2-704 with respect to goods unidentified to the contract or unfinished;

(d) reclaim the goods under Section 2-507(2) or 2-702(2);

(e) require payment directly from the buyer under Section 2-325(c);

(f) cancel;

(g) resell and recover damages under Section 2-706;

(h) recover damages for non-acceptance or repudiation under (Section 2-708(1) or in a proper case the price (Section 2-709);

(j) recover the price under Section 2-709;

(k) obtain specific performance under Section 2-716;

(l) recover liquidated damages under Section 2-718;

(m) in other cases, recover damages in any manner that is reasonable under the circumstances.

(3) If the buyer becomes insolvent, the seller may:

(a) withhold delivery under Section 2-702(1);

(b) stop delivery of the goods under Section 2-705;

(c) reclaim the goods under Section 2-702(2).

§ 2-704. Seller’s Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods.

(1) An aggrieved seller under the preceding section may

(a) identify to the contract conforming goods not already identified if at the time he learned of the breach they are in his possession or control;

(b) treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.

(2) Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.

§ 2-705. Seller’s Stoppage of Delivery in Transit or Otherwise.

(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (Section 2-702) or if the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.

(2) As against such buyer the seller may stop delivery until

(a) receipt of the goods by the buyer;  or

(b) acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer;  or

(c) such acknowledgment to the buyer by a carrier by reshipment or as a warehouse;  or

(d) negotiation to the buyer of any negotiable document of title covering the goods.

(3)(a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.

(b) After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages.

(c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.

(d) A carrier that has issued a non-negotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.

§ 2-706. Seller’s Resale Including Contract for Resale.

(1) Under the conditions stated in Section 2-703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof.  Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this Article (Section 2-710), but less expenses saved in consequence of the buyer’s breach.

(2) Except as otherwise provided in subsection (3) or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller.  Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable.  The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.

(3) Where the resale is at private sale the seller must give the buyer reasonable notification of his intention to resell.

(4) Where the resale is at public sale

(a) only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind;  and

(b) it must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale;  and

(c) if the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders;  and

(d) the seller may buy.

(5) A purchaser that buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.

(6) The seller is not accountable to the buyer for any profit made on any resale.  A person in the position of a seller (Section 2-707) or a buyer that has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his security interest, as hereinafter defined (subsection (3) of Section 2-711).

§ 2-707. “Person in the Position of a Seller”.

(1) A “person in the position of a seller” includes as against a principal an agent that has paid or become responsible for the price of goods on behalf of his principal or anyone that otherwise holds a security interest or other right in goods similar to that of a seller.

(2) A person in the position of a seller has the same remedies as a seller under this Article.

§ 2-708. Seller’s Damages for Non-acceptance or Repudiation.

(1) Subject to subsection (2) and to Section 2-723:

(a) the measure of damages for nonacceptance by the buyer is the difference between the contract price and the market price at the time and place for tender together with any incidental or consequential damages provided in Section 2-710, but less expenses saved in consequence of the buyer’s breach; and

(b) the measure of damages for repudiation by the buyer is the difference between the contract price and the market price at the place for tender at the expiration of a commercially reasonable time after the seller learned of the repudiation, but no later than the time stated in paragraph (a), together with any incidental or consequential damages provided in Section 2-710, less expenses saved in consequence of the buyer’s breach.

(2) If the measure of damages provided in subsection (1) is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this Article (Section 2-710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.

§ 2-709. Action for the Price.

(1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price

(a) of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer;  and

(b) of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.

(2) Where the seller sues for the price he must hold for the buyer any goods which have been identified to the contract and are still in his control except that if resale becomes possible he may resell them at any time prior to the collection of the judgment.  The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles him to any goods not resold.

(3) After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (Section 2-610), a seller that is held not entitled to the price under this section shall nevertheless be awarded damages for non-acceptance under the preceding section.

§ 2-710. Seller’s Incidental Damages.

(1) Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.

(2) Consequential damages resulting from the buyer’s breach include any loss resulting from general or particular requirements and needs of which the buyer at the time of contracting had reason to know and which could not reasonably be prevented by resale or otherwise.

(3) In a consumer contract, a seller may not recover consequential damages from a consumer.

 

§ 2-711. Buyer’s Remedies in General;  Buyer’s Security Interest in Rejected Goods.

(1) A breach of contract by the seller includes the seller’s wrongful failure to deliver or to perform a contractual obligation, making of a nonconforming tender of delivery or performance, and repudiation.

(2) If the seller is in breach of contract under subsection (1), the buyer, to the extent provided for by this Act or other law, may:

(a) in the case of rightful cancellation, rightful rejection, or justifiable revocation of acceptance, recover so much of the price as has been paid;

(b) deduct damages from any part of the price still due under Section 2-717;

(c) cancel;

(d) cover and have damages under Section 2-712 as to all goods affected whether or not they have been identified to the contract;

(e) recover damages for nondelivery or repudiation under Section 2-713;

(f) recover damages for breach with regard to accepted goods or breach with regard to a remedial promise under Section 2-714;

(g) recover identified goods under Section 2-502;

(h) obtain specific performance or obtain the goods by replevin or similar remedy under Section 2-716;

(i) recover liquidated damages under Section 2-718;

(j) in other cases, recover damages in any manner that is reasonable under the circumstances.

(3) On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (Section 2-706).

§ 2-712. “Cover”;  Buyer’s Procurement of Substitute Goods.

(1) If the seller wrongfully fails to deliver or repudiates or the buyer rightfully rejects or justifiably revokes acceptance, the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.

(2) The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (Section 2-715), but less expenses saved in consequence of the seller’s breach.

(3) Failure of the buyer to effect cover within this section does not bar him from any other remedy.

§ 2-713. Buyer’s Damages for Non-delivery or Repudiation.

(1) Subject to Section 2-723, if the seller wrongfully fails to deliver or repudiates or the buyer rightfully rejects or justifiably revokes acceptance:

(a) the measure of damages in the case of wrongful failure to deliver by the seller or rightful rejection or justifiable revocation of acceptance by the buyer is the difference between the market price at the time for tender under the contract and the contract price together with any incidental or consequential damages under Section 2-715, but less expenses saved in consequence of the seller’s breach; and

(b) the measure of damages for repudiation by the seller is the difference between the market price at the expiration of a commercially reasonable time after the buyer learned of the repudiation, but no later than the time stated in paragraph (a), and the contract price together with any incidental or consequential damages provided in this Article (Section 2–715), less expenses saved in consequence of the seller’s breach.

(2) Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

§ 2-714. Buyer’s Damages for Breach in Regard to Accepted Goods.

(1) Where the buyer has accepted goods and given notification (subsection (3) of Section 2-607) he may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reasonable.

(2) The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.

(3) In a proper case any incidental and consequential damages under the next section may also be recovered.

§ 2-715. Buyer’s Incidental and Consequential Damages.

(1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.

(2) Consequential damages resulting from the seller’s breach include

(a) any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise;  and

(b) injury to person or property proximately resulting from any breach of warranty.

§ 2-716. Buyer’s Right to Specific Performance or Replevin.

(1) Specific performance may be decreed if the goods are unique or in other proper circumstances. In a contract other than a consumer contract, specific performance may be decreed if the parties have agreed to that remedy. However, even if the parties agree to specific performance, specific performance may not be decreed if the breaching party’s sole remaining contractual obligation is the payment of money.

(2) The decree for specific performance may include such terms and conditions as to payment of the price, damages, or other relief as the court may deem just.

(3) The buyer has a right of replevin or similar remedy for goods identified to the contract if after reasonable effort the buyer is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. 

(4) The buyer’s right under subsection (3) vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.

§ 2-717. Deduction of Damages From the Price.

The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.

§ 2-718. Liquidation or Limitation of Damages;  Deposits.

(1) Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. Section 2-719 determines the enforceability of a term that limits but does not liquidate damages.

(2) If the seller justifiably withholds delivery of goods or stops performance because of the buyer’s breach or insolvency, the buyer is entitled to restitution of any amount by which the sum of the buyer’s payments exceeds the amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection (1)

(a) the amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection (1), or

(b) in the absence of such terms, twenty per cent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.

(3) The buyer’s right to restitution under subsection (2) is subject to offset to the extent that the seller establishes:

(a) a right to recover damages under the provisions of this Article other than subsection (1), and

(b) the amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.

(4) Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection (2);  but if the seller has notice of the buyer’s breach before reselling goods received in part performance, his resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (Section 2-706).

§ 2-719. Contractual Modification or Limitation of Remedy.

(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages,

(a) the agreement may provide for remedies in addition to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this Article, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of non-conforming goods or parts;  and

(b) resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.

(2) Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this Act.

(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable.  Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.

§ 2-720. Effect of “Cancellation” or “Rescission” on Claims for Antecedent Breach.

Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.

§ 2-721. Remedies for Fraud.

Remedies for material misrepresentation or fraud include all remedies available under this Article for non-fraudulent breach.  Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.

§ 2-722. Who Can Sue Third Parties for Injury to Goods.

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract

(a) a right of action against the third party is in either party to the contract for sale that has title to or a security interest or a special property or an insurable interest in the goods;  and if the goods have been destroyed or converted a right of action is also in the party that either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other;

(b) if at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his suit or settlement is, subject to his own interest, as a fiduciary for the other party to the contract;

(c) either party may with the consent of the other sue for the benefit of which it may concern.

§ 2-723. Proof of Market Price:  Time and Place.

(1) If evidence of a price prevailing at the times or places described in this Article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.

(2) Evidence of a relevant price prevailing at a time or place other than the one described in this Article offered by one party is not admissible unless and until he has given the other party such notice as the court finds sufficient to prevent unfair surprise.

§ 2-724. Admissibility of Market Quotations.

Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence.  The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.

§ 2-725. Statute of Limitations in Contracts for Sale.

(1) Except as otherwise provided in this section, an action for breach of any contract for sale must be commenced within the later of four years after the right of action has accrued under subsection (2) or (3) or one year after the breach was or should have been discovered, but no longer than five years after the right of action accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it. However, in a consumer contract, the period of limitation may not be reduced.

(2) Except as otherwise provided in subsection (3), the following rules apply:

(a) Except as otherwise provided in this subsection, a right of action for breach of a contract accrues when the breach occurs, even if the aggrieved party did not have knowledge of the breach.

(b) For breach of a contract by repudiation, a right of action accrues at the earlier of when the aggrieved party elects to treat the repudiation as a breach or when a commercially reasonable time for awaiting performance has expired.

(c) For breach of a remedial promise, a right of action accrues when the remedial promise is not performed when performance is due.

(d) In an action by a buyer against a person that is answerable over to the buyer for a claim asserted against the buyer, the buyer’s right of action against the person answerable over accrues at the time the claim was originally asserted against the buyer.

(3) If a breach of a warranty arising under Section 2-312, 2-313(2), 2-314, or 2-315, or a breach of an obligation, other than a remedial promise, arising under Section 2-313A or 2-313B, is claimed, the following rules apply:

(a) Except as otherwise provided in paragraph (c), a right of action for breach of a warranty arising under Section 2-313(2), 2-314, or 2-315 accrues when the seller has tendered delivery to the immediate buyer, as defined in Section 2-313, and has completed performance of any agreed installation or assembly of the goods.

(b) Except as otherwise provided in paragraph (c), a right of action for breach of an obligation, other than a remedial promise, arising under Section 2-313A or 2-313B accrues when the remote purchaser, as defined in Section 2-313A or 2-313B, receives the goods.

(c) If a warranty arising under Section 2-313(2) or an obligation, other than a remedial promise, arising under Section 2-313A or 2-313B explicitly extends to future performance of the goods and discovery of the breach must await the time for performance, the right of action accrues when the immediate buyer as defined in Section 2-313 or the remote purchaser as defined in Section 2-313A or 2-313B discovers or should have discovered the breach.

(d) A right of action for breach of warranty arising under Section 2-312 accrues when the aggrieved party discovers or should have discovered the breach. However, an action for breach of the warranty of noninfringement may not be commenced more than six years after tender of delivery of the goods to the aggrieved party.

(4) Where an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within six months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(5) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this Act becomes effective.

© Copyright 2005 by The American Law Institute and the National Conference of Commissioners on Uniform State Laws; reproduced, published and distributed with the permission of the Permanent Editorial Board for the Uniform Commercial Code for the limited purposes of study, teaching, and academic research.

 

huh

Irish Blessing

      

 
 Irish Luck – Remember to  send it back!

I want this back. It  DOES work.

His name was Fleming, and  he was a poor Scottish farmer. One day, while  trying to make a living for his family, he heard  a cry for help coming from a nearby bog. He  dropped his tools

and ran to the  bog.

There, mired to his waist in black  muck, was a terrified boy, screaming and  struggling to free himself. Farmer Fleming saved  the lad from what could have been a slow and  terrifying death.

The next  day, a fancy carriage pulled up to the  Scotsman’s sparse surroundings. An elegantly  dressed nobleman stepped out and introduced  himself as the father of the boy Farmer Fleming  had saved.

‘I want to repay  you,’ said the nobleman. ‘You saved my son’s  life.’

‘No, I can’t accept  payment for what I did,’ the Scottish farmer  replied waving off the offer. At that moment,  the farmer’s own son came to the door of the  family hovel.

‘Is that your  son?’ the nobleman  asked.

‘Yes,’ the farmer  replied proudly.

‘I’ll make  you a deal. Let me provide him with the level of  education my own son will enjoy If the lad is  anything like his father, he’ll no doubt grow to  be a man we both will be proud of.’ And that he  did.

Farmer Fleming’s son attended the  very best schools and in time, graduated from  St. Mary’s Hospital Medical School in London,  and went on to become known throughout the world  as the noted Sir Alexander Fleming, the  discoverer of  Penicillin.

Years afterward,  the same nobleman’s son who was saved from the  bog was stricken with pneumonia.

What  saved his life this time?  Penicillin.

The name of the nobleman?  Lord Randolph Churchill .. His son’s  name?

Sir Winston  Churchill.

Someone once said: What  goes around comes around.

Work like  you don’t need the money.

Love like  you’ve never been hurt.

Dance like  nobody’s watching.

Sing like nobody’s  listening.

Live like it’s Heaven on  Earth.

It’s National Friendship Week Send  this to everyone you consider A  FRIEND.

Pass this on, and brighten some  ones day.

AN IRISH FRIENDSHIP WISH:

I hope it works…

May  there always be work for your hands to  do;

May your purse always hold a coin or  two;

May the sun always shine on your  windowpane;

May a rainbow be certain to  follow each rain;

May the hand of a  friend always be near you;
May God fill your  heart with gladness to cheer you.

and may  you be in heaven a half hour before the devil  knows you’re dead.

OK, this is what you  have to do…. Send this to all of your  friends.

But – you HAVE to send this  within 1 hour from when you open  it!

Now…..Make A wish!! I hope you made  your wish!

Now then, if you send  to:

1 person — your wish will be  granted in 1 year
3 people — 6  months

5 people — 3 months

6  people — 1 month

7 people — 2  weeks

8 people — 1 week

9 people  — 5 days

10 people — 3 days

12  people — 2 days

15 people — 1  day

20 people — 3 hours

If you  delete this after you read it, you will have 1  year of bad luck!

But, if you send it to  2 of your friends, you will automatically have 3  years good luck!!! 

 


____________________________________________________________


 
 

 

All a person has to do to become a free inhabitant under Article IV of the Articles of Confederation of November 15, 1777 is stop acting like a citizen of the United States.  If you are one of my Students, you can send President of the United States Barack Hussein Obama your version of the following letter.  If you aren’t a Student, you can contact me at edrivera@edrivera.com and you can enroll as one.

 

Dr. Eduardo M. Rivera

 

 

 

YOUR NAME

YOUR ADDRESS

DATE

 

 

 

President of the United States

Barack Hussein Obama

The White House

Washington, D. C.  20502

 

Dear Mr. President:

 

I am one of the students of Dr. Eduardo M. Rivera, who claims to be the World’s Greatest Legal Mind.  He has discovered that George Washington did not meet the Article II Section 1 Clause 5 residency requirement of 14 Years on February 4, 1789, when he was elected, so without explanation, Washington took the oath that every President Elect has since taken.  Dr. Rivera teaches that the taking of that oath permits the establishment of a kind of property management system, which is appropriately called an “Administration,” in which you are now the chief administrator.

 

George Washington made an unauthorized amendment of the Constitution of September 17, 1787 by taking that oath without informing the people of the world.   Taking the oath of Office of President of the United States without disclosing that he was doing so because he was not eligible to the Article II Section 1 Clause 5 Office of President was a fraud upon the American people.

 

There is no dispute that you took the same oath taken by George Washington on April 30, 1789, my request is that you acknowledge that you have taken no other oaths as President.   All existing Presidential Libraries acknowledge only the taking of an oral oath by any President Elect in recent history.

 

George Washington’s unauthorized amendment of the Constitution of September 17, 1787 aborted that part of the government that would have complemented the administration that you now lead.  Congress under the Articles of Confederation.   That government would have a President under the Constitution of September 17, 1787 and the “one supreme Court” of Judges instead of the military Justices in the U.S. Supreme Court

 

I am being harassed by persons who claim to be your agents.  These persons do not make direct assertions of having an agency relationship with you, but by elimination of Congress and the Supreme Court, you are the only person who could be their principal.

 

You, Mr. President, are limited by the oral oath you have taken to the territory owned by and ceded to the United States of America.  I neither reside nor am I domiciled on that territory, so I would like an explanation of why your agents are contacting me.

 

Intending no disrespect to you, your offices and those who hold you in very high esteem, I do not regard you as my President and I do not consider myself obligated to follow any of your Executive Orders, any Bills “which shall have passed the House of Representatives and the Senate” and you or your predecessors have signed into law and any order or opinion made by the U.S. Supreme Court or any lower court.  This is my attempt to avoid the application of martial law.

 

You are not my president, because you were elected by the Electoral College to be President of the United States of America pursuant to the authority of Articles of Confederation, a Confederacy of the 50 States and of no application to me, except to be entitled to all privileges and immunities of citizens of the several States.

 

You are not my president, because you have taken the oral oath to be President of the United States, which may bind you to an employment, but which does not bind you “to support this Constitution” as an executive officer of the United States, pursuant to Article VI of the Constitution of September 17, 1787.

 

It is my intention to live as a free inhabitant of one of the 50 states pursuant to Article IV of the Articles of Confederation, however, your fame and celebrity as the holder of the most powerful office in the world causes certain employees in the federal government to assert powers over me that they simply do not have, so I cannot live free.  I have in the past been a victim of false assertions of power and I seek to avoid any future false claims of authority by federal government employees, by your acknowledgement that your only oath of office was the following oral oath:

“I, Barack Hussein Obama, do solemnly swear that I will faithfully execute the Office of President of the United States, and will to the best of my Ability, preserve, protect and defend the Constitution of the United States, So help me God.”

 

I will be extremely grateful if you will acknowledge that the only oath you have taken to be President of the United States is the one prescribed by the Constitution at Article II Section 1 Clause 8.

 

Very truly yours,

 

Your Name

 

 

 

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