DOC - Colorado General Assembly

Colorado Revised Statutes 2019
TITLE 4

UNIFORM COMMERCIAL CODE

Cross references: For offenses relating to this title, see part 5 of
article 5 of title 18.

ARTICLE 1

General Provisions

Editor's note: This article was numbered as article 1 of chapter 155,
C.R.S. 1963. The provisions of this article were repealed and reenacted in
2006, resulting in the addition, relocation, and elimination of sections as
well as subject matter. For amendments to this article prior to 2006,
consult the Colorado statutory research explanatory note and the table
itemizing the replacement volumes and supplements to the original volume of
C.R.S. 1973 beginning on page vii in the front of this volume. Former
C.R.S. section numbers are shown in editor's notes following those sections
that were relocated.

Law reviews: For article, "Commercial Law", which discusses Tenth
Circuit decisions dealing with commercial law, see 61 Den. L.J. 205 (1984);
for article, "Commercial Law", which discusses Tenth Circuit decisions
dealing with commercial law, see 62 Den. U. L. Rev. 79 (1985); for article,
"Commercial and Corporate Law" which discusses Tenth Circuit decisions
dealing with commercial law, see 64 Den. U. L. Rev. 165 (1987); for
comment, "Bad Faith Lenders", see 60 U. Colo. L. Rev. 417 (1989); for a
discussion of Tenth Circuit decisions dealing with commercial law, see 67
Den. U. L. Rev. 649 (1990).

PART 1

GENERAL PROVISIONS

4-1-101. Short titles. (a) This title shall be known and may be
cited as the "Uniform Commercial Code".
(b) This article shall be known and may be cited as the "Uniform
Commercial Code - General Provisions".

Source: L. 2006: Entire article R&RE, p. 457, § 1, effective
September 1.

Editor's note: This section is similar to former § 4-1-101 as it
existed prior to 2006.

4-1-102. Scope of article. This article applies to a transaction to
the extent that it is governed by any other article of this title.
Source: L. 2006: Entire article R&RE, p. 457, § 1, effective
September 1.

4-1-103. Construction of act to promote its purposes and policies -
applicability of supplemental principles of law. (a) This title shall be
liberally construed and applied to promote its underlying purposes and
policies, which are:
(1) To simplify, clarify, and modernize the law governing commercial
transactions;
(2) To permit the continued expansion of commercial practices
through custom, usage, and agreement of the parties; and
(3) To make uniform the law among the various jurisdictions.
(b) Unless displaced by the particular provisions of this title, the
principles of law and equity, including the law merchant and the law
relative to capacity to contract, principal and agent, estoppel, fraud,
misrepresentation, duress, coercion, mistake, bankruptcy, or other
validating or invalidating cause shall supplement its provisions.

Source: L. 2006: Entire article R&RE, p. 457, § 1, effective
September 1.

Editor's note: This section is similar to former §§ 4-1-102 (1) and
(2) and 4-1-103 as they existed prior to 2006.

4-1-104. Construction against implied repeal. This title being a
general act intended as a unified coverage of its subject matter, no part
of it shall be deemed to be impliedly repealed by subsequent legislation if
such construction can reasonably be avoided.

Source: L. 2006: Entire article R&RE, p. 458, § 1, effective
September 1.

Editor's note: This section is similar to former § 4-1-104 as it
existed prior to 2006.

4-1-105. Severability. If any provision or clause of this title or
application thereof to any person or circumstances is held invalid, such
invalidity does not affect other provisions or applications of this title
that can be given effect without the invalid provision or application, and
to this end the provisions of this title are declared to be severable.

Source: L. 2006: Entire article R&RE, p. 458, § 1, effective
September 1.

Editor's note: This section is similar to former § 4-1-108 as it
existed prior to 2006.

4-1-106. Use of singular and plural - gender. In this title, unless
the statutory context otherwise requires:
(1) Words in the singular number include the plural, and those in
the plural include the singular; and
(2) Words of any gender also refer to any other gender.

Source: L. 2006: Entire article R&RE, p. 458, § 1, effective
September 1.

Editor's note: This section is similar to former § 4-1-102 (5) as it
existed prior to 2006.
4-1-107. Captions. Section captions are part of this title.

Source: L. 2006: Entire article R&RE, p. 458, § 1, effective
September 1.

PART 2

GENERAL DEFINITIONS AND PRINCIPLES
OF INTERPRETATION

4-1-201. General definitions. (a) Unless the context otherwise
requires, words or phrases defined in this section, or in the additional
definitions contained in other articles of this title that apply to
particular articles or parts thereof, have the meanings stated.
(b) Subject to definitions contained in other articles of this title
that apply to particular articles or parts thereof:
(1) "Action", in the sense of a judicial proceeding, includes
recoupment, counterclaim, set-off, suit in equity, and any other proceeding
in which rights are determined.
(2) "Aggrieved party" means a party entitled to pursue a remedy.
(3) "Agreement" means the bargain of the parties in fact, as found
in their language or inferred from other circumstances, including course of
performance, course of dealing, or usage of trade as provided in section 4-
1-303. (Compare "contract".)
(3.5) "Authenticate" means:
(A) To sign; or
(B) With the intent to sign a record, otherwise to execute or adopt
an electronic symbol, sound, message, or process referring to, attached to,
included in, or logically associated or linked with, that record.
(4) "Bank" means a person engaged in the business of banking and
includes a savings bank, savings and loan association, credit union, and
trust company.
(5) "Bearer" means a person in control of a negotiable electronic
document of title or a person in possession of a negotiable instrument,
negotiable tangible document of title, or certificated security that is
payable to bearer or indorsed in blank.
(6) "Bill of lading" means a document of title evidencing the
receipt of goods for shipment issued by a person engaged in the business of
directly or indirectly transporting or forwarding goods. The term does not
include a warehouse receipt.
(7) "Branch" includes a separately incorporated foreign branch of a
bank.
(8) "Burden of establishing" a fact means the burden of persuading
the trier of fact that the existence of the fact is more probable than its
nonexistence.
(9) "Buyer in ordinary course of business" means a person that buys
goods in good faith, without knowledge that the sale violates the rights of
another person in the goods, and in the ordinary course from a person,
other than a pawnbroker, in the business of selling goods of that kind. A
person buys goods in the ordinary course if the sale to the person comports
with the usual or customary practices in the kind of business in which the
seller is engaged or with the seller's own usual or customary practices. A
person that sells oil, gas, or other minerals at the wellhead or minehead
is a person in the business of selling goods of that kind. A buyer in
ordinary course of business may buy for cash, by exchange of other
property, or on secured or unsecured credit, and may acquire goods or
documents of title under a preexisting contract for sale. Only a buyer that
takes possession of the goods or has a right to recover the goods from the
seller under article 2 of this title may be a buyer in ordinary course of
business. A person that acquires goods in a transfer in bulk or as security
for or in total or partial satisfaction of a money debt is not a buyer in
ordinary course of business.
(10) "Conspicuous", with reference to a term, means so written,
displayed, or presented that a reasonable person against which it is to
operate ought to have noticed it. Whether a term is "conspicuous" or not is
a decision for the court. Conspicuous terms include the following:
(A) A heading in capital letters 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.
(10.5) "Consumer" means an individual who enters into a transaction
primarily for personal, family, or household purposes.
(11) "Contract" means the total legal obligation that results from
the parties' agreement as determined by this title as supplemented by any
other applicable laws. (Compare "agreement".)
(12) "Creditor" includes a general creditor, a secured creditor, a
lien creditor, and any representative of creditors, including an assignee
for the benefit of creditors, a trustee in bankruptcy, a receiver in
equity, and an executor or administrator of an insolvent debtor's or
assignor's estate.
(13) "Defendant" includes a person in the position of defendant in a
counterclaim or third-party claim.
(14) "Delivery", with respect to an electronic document of title,
means voluntary transfer of control and with respect to an instrument, a
tangible document of title, or chattel paper, means voluntary transfer of
possession.
(15) "Document of title" means a record (i) that in the regular
course of busi