Okla. Stat. tit. 12A § 1-302

Current through Laws 2024, c. 453.

Section 1-302 - Variation by agreement

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

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

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

Okla. Stat. tit. 12A, § 1-302

Added by Laws 2005 , HB 2028, c. 139, § 15, eff. 1/1/2006.

Oklahoma Code Comment

The original UCC did not substantially change pre-UCC law on these issues in Oklahoma. For example, prior to the UCC Oklahoma courts had held that a statutory duty of reasonable care cannot be disclaimed. See, e.g., Fisk v. Bullard, 239 P.2d 424 (Okla. 1951). This was carried forward in old Article 1 at section 1-102(3) and now in revised Article 1 at section 1-302(a) and (b) .

Section 1-302 is drawn from former section 1-102(3) and (4) ; there is no change in substance, only reorganization. Accordingly, the relevant part of the prior Oklahoma Code Comment remains valid:

There is no previous comparable rule in Oklahoma. Numerous decisions have held that a statutory duty imposing reasonable care cannot be waived by agreement. Fisk v. Bullard, 205 Okl. 502, 239 P. 2d 424 (1951). However, certain statutory rights may be waived. For illustration, it was held in Harbour-Longmire Co. v. Reid, 124 Okl. 77, 254 P. 29 (1926) that a mortgagor may waive the statutory method of foreclosure by a provision in the mortgage agreement. Therefore, the UCC does not substantially change [prior] Oklahoma law.

Moreover, prior cases not superseded by or that were decided under a former statutory provision remain viable authority but may be influenced by subsequent legislation. See, e.g., Fisk v. Bullard, 205 Okla. 502, 239 P. 2d 424 (1951) (a bailee cannot entirely exempt itself by contract from liability due to negligence; but see 15 Okla. Stat. sections 211 and annotations, 212 and 212.1, and 12A Okla. Stat. section 7-204 and its Official Comment 4 and section 7-309 and its Official Comment 3); and see Harbour-Longmire Co. v. Reid, 124 Okla. 77, 254 P. 29 (1926) (an agreement may be made to create a lien upon property not yet acquired by the party agreeing to give the lien, or not yet in existence), and 12A Okla. Stat. section 1-9-204(a) .