Florida Statutes
Fla. Stat. § 671.102 (2025)
Purposes; rules of construction; variation by agreement.
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671.102 Purposes; rules of construction; variation by agreement.—
(1) This code shall be liberally construed and applied to promote its underlying purposes and policies, which are:
(a) To simplify, clarify, and modernize the law governing commercial transactions.
(b) To permit the continued expansion of commercial practices through custom, usage, and agreement of the parties.
(c) To make uniform the law among the various jurisdictions.
(2)(a) Except as otherwise provided in this code, the effect of provisions of this code may be varied by agreement.
(b) The obligations of good faith, diligence, reasonableness, and care prescribed by this code may not be disclaimed by agreement, but the parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable. Whenever this 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 this code of the words “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 subsection.
(3) In this code, unless the context otherwise requires:
(a) Words in the singular include the plural, and words in the plural include the singular.
(b) Words of either gender also refer to the other gender.
Note.—s. 1-102, U.C.C.; supersedes ss. 678.53, 614.31.
Notes of Decisions
Cited in 24
cases, 1971–2007 · leading case: Cox v. CSX Intermodal, Inc., 732 So. 2d 1092 (Fla. 1st DCA 1999).
Cox v. CSX Intermodal, Inc., 732 So. 2d 1092 (Fla. 1st DCA 1999). “"); and section 671.102(3), Florida Statutes (1997)("[T]he obligations of good faith, diligence, reasonableness and care prescribed by this code may not be disclaimed by agreement but the parties may by agreement determine the standards by which performance of such obligations…”
Sepe v. City of Saf. Harbor, 761 So. 2d 1182 (Fla. 2d DCA 2000). “NOTES [1] Section 671.102(3), Florida Statutes (1999) (Uniform Commercial Code: General Provisions), provides: The effect of provisions of this code may be varied by agreement, except as otherwise provided in this code and except that the obligations of good faith, diligence,…”
SCADIF, S.A. v. First Union Nat'l Bank, 208 F. Supp. 2d 1352 (S.D. Fla. 2002). “Section 671.102 instructs courts to liberally construe and apply the Code to promote its underlying purposes and policies which are “[t]o simplify, clarify, and modernize the law governing commercial transactions” .”
Sellers v. Frank Griffin AMC Jeep, Inc., 526 So. 2d 147 (Fla. 1st DCA 1988). “Appellants further argue that these definitions must be read in light of the requirements in section 671.102(1) that the code be "liberally construed and applied to promote its underlying purposes and policies" defined in subsection (2) as being "(a) To simplify, clarify and…”
Topical Jewelers, Inc. v. Nationsbank, Na, 781 So. 2d 392 (Fla. 3d DCA 2000). “" § 671.102(2)(c), Fla. Stat. (1995); see Mason v.”
Jackson Vitrified v. People's Am., 388 So. 2d 1059 (Fla. 3d DCA 1980). “§ 671.102(2)(a), Fla. Stat. (1975), UCC § 1-102(2)(a) (1962).”
Dunn v. Stack, 418 So. 2d 345 (Fla. 1st DCA 1982). “Avdoyan, 299 So.2d 603, 605-606 (Fla. 4th DCA 1974). By doing so, we are merely carrying out the legislature's mandate "to make uniform the [commercial] law among the various jurisdictions.”
Serna v. Milanese, Inc., 643 So. 2d 36 (Fla. 3d DCA 1994). “§ 671.102(3), Fla. Stat. (1993). On the other hand, under section 673.”
ITT Indus. Credit Co. v. Regan, 487 So. 2d 1047 (Fla. 1986). “Coogan, Article 9 of the Uniform Commercial Code: Priorities among Secured Creditors and the "Floating Lien," 72 Harv.”
Florida Dept. of Corr. v. BLOUNT, ETC., 411 So. 2d 930 (Fla. 1st DCA 1982). “" § 671.102(1) Fla. Stat. By Blount's argument, for example, any time an auto buyer ordered a car with special options from a franchised dealer, that car, when delivered by the manufacturer, would not be deemed a part of the franchised dealer's inventory because it was not on…”
Transamerica Ins. Co. v. Barnett Bank of Marion Cnty., NA, 540 So. 2d 113 (Fla. 1989). “Section 671.102 provides that the code will be liberally construed and applied to promote its underlying purposes and policies, one of which is to make uniform the law among various jurisdictions.”
Attorney's Title Ins. Fund, Inc. v. Regions Bank, 491 F. Supp. 2d 1087 (S.D. Fla. 2007). “3d DCA 2000) (quoting Fla. Stat. § 671.102 (2)(c) and citing Mason v.”
— 671.102(1) — 4 cases
Sellers v. Frank Griffin AMC Jeep, Inc., 526 So. 2d 147 (Fla. 1st DCA 1988). “Appellants further argue that these definitions must be read in light of the requirements in section 671.102(1) that the code be "liberally construed and applied to promote its underlying purposes and policies" defined in subsection (2) as being "(a) To simplify, clarify and…”
Florida Dept. of Corr. v. BLOUNT, ETC., 411 So. 2d 930 (Fla. 1st DCA 1982). “" § 671.102(1) Fla. Stat. By Blount's argument, for example, any time an auto buyer ordered a car with special options from a franchised dealer, that car, when delivered by the manufacturer, would not be deemed a part of the franchised dealer's inventory because it was not on…”
Bank of New York v. Olympia & York Florida Equity Corp. (In Re Holywell Corp.), 51 B.R. 56 (Bankr. S.D. Florida 1985).
Hurd v. Munford, Inc., 378 So. 2d 86 (Fla. 1st DCA 1979).
— 671.102(2) — 1 case
Taylor v. Am. Honda Motor Co., Inc., 555 F. Supp. 59 (M.D. Fla. 1983).
— 671.102(2)(a) — 2 cases
Jackson Vitrified v. People's Am., 388 So. 2d 1059 (Fla. 3d DCA 1980). “§ 671.102(2)(a), Fla. Stat. (1975), UCC § 1-102(2)(a) (1962).”
SCADIF, S.A. v. First Union Nat'l Bank, 208 F. Supp. 2d 1352 (S.D. Fla. 2002). “Section 671.102 instructs courts to liberally construe and apply the Code to promote its underlying purposes and policies which are “[t]o simplify, clarify, and modernize the law governing commercial transactions” .”
— 671.102(2)(b) — 1 case
Lewis State Bank v. Advance Mortg. Corp., 362 So. 2d 406 (Fla. 1st DCA 1978).
— 671.102(2)(c) — 4 cases
Topical Jewelers, Inc. v. Nationsbank, Na, 781 So. 2d 392 (Fla. 3d DCA 2000). “" § 671.102(2)(c), Fla. Stat. (1995); see Mason v.”
Dunn v. Stack, 418 So. 2d 345 (Fla. 1st DCA 1982). “Avdoyan, 299 So.2d 603, 605-606 (Fla. 4th DCA 1974). By doing so, we are merely carrying out the legislature's mandate "to make uniform the [commercial] law among the various jurisdictions.”
Transamerica Ins. Co. v. Barnett Bank of Marion Cnty., NA, 524 So. 2d 439 (Fla. 5th DCA 1988).
Florida Nat'l Bank of Miami v. Havee (In re S & Z Int'l Mgmt., Inc.), 10 B.R. 580 (Bankr. S.D. Florida 1981).
— 671.102(3) — 3 cases
Cox v. CSX Intermodal, Inc., 732 So. 2d 1092 (Fla. 1st DCA 1999). “"); and section 671.102(3), Florida Statutes (1997)("[T]he obligations of good faith, diligence, reasonableness and care prescribed by this code may not be disclaimed by agreement but the parties may by agreement determine the standards by which performance of such obligations…”
Sepe v. City of Saf. Harbor, 761 So. 2d 1182 (Fla. 2d DCA 2000). “NOTES [1] Section 671.102(3), Florida Statutes (1999) (Uniform Commercial Code: General Provisions), provides: The effect of provisions of this code may be varied by agreement, except as otherwise provided in this code and except that the obligations of good faith, diligence,…”
Serna v. Milanese, Inc., 643 So. 2d 36 (Fla. 3d DCA 1994). “§ 671.102(3), Fla. Stat. (1993). On the other hand, under section 673.”
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