O.C.G.A. § 11-1-310 (2019)
Subordinated obligations
An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Such a subordination does not create a security interest as against either the common debtor or a subordinated creditor.
History
Code 1981, § 11-1-310, enacted by Ga. L. 2015, p. 996, § 3A-1/SB 65.
ARTICLE 2 SALES Part 1
Part 3
Short Title, General Construction, and Subject Matter
General Obligation and Construction of Contract
Sec.
Short title. Scope; certain security and other transactions excluded from this article. Definitions and index of definitions. Definitions: “merchant”; “between merchants”; “financing agency.” Definitions: transferability; “goods”; “future” goods; “lot”; “commercial unit.” Definitions: “contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.” Goods to be severed from realty; recording.
Sec.
Part 2 Form, Formation, and Readjustment of Contract
Formal requirements; statute of frauds. Final written expression; parol or extrinsic evidence. Seals inoperative. Formation in general. Firm offers. Offer and acceptance in formation of contract. Additional terms in acceptance or confirmation. [Reserved] Course of performance or practical construction. Modification, rescission, and waiver. Delegation of performance; assignment of rights.
General obligations of parties. Unconscionable contract or clause. Allocation or division of risks. Price payable in money, goods, realty, or otherwise. Open price term. Output, requirements, and exclusive dealings. Delivery in single lot or several lots. Absence of specified place for delivery. Absence of specific time provisions; notice of termination. Open time for payment or running of credit; authority to ship under reservation. Options and cooperation respecting performance. Warranty of title and against infringement; buyer’s obligation against infringement. Express warranties by affirmation, promise, description, sample. Implied warranty: merchantability; usage of trade. Implied warranty: fitness for particular purpose. Exclusion or modification of warranties. Cumulation and conflict of warranties express or implied. Third party beneficiaries of warranties express or implied. F.O.B. and F.A.S. terms. C.I.F. and C. & F. terms. C.I.F. or C. & F.: “net landed
Sec.
weights”; “payment on arrival”; warranty of condition on arrival. Delivery “ex-ship.” Form of bill of lading required in overseas shipment; “overseas.” “No arrival, no sale” term. “Letter of credit” term; “confirmed credit.” Sale on approval and sale or return; rights of creditors. Special incidents of sale on approval and sale or return. Sale by auction.
Breach, Repudiation, and Excuse
Passing of title; reservation for security; limited application of this Code section. Rights of seller’s creditors against sold goods. Power to transfer; good faith purchase of goods; “entrusting.”
Part 5 Performance
Insurable interest in goods; manner of identification of goods. Buyer’s right to goods on seller’s insolvency. Manner of seller’s tender of delivery. Shipment by seller. Seller’s shipment under reservation. Rights of financing agency. Effect of seller’s tender; delivery on condition. Cure by seller of improper tender or delivery; replacement. Risk of loss in the absence of breach. Effect of breach on risk of loss. Tender of payment by buyer; payment by check.
Payment by buyer before inspection. Buyer’s right to inspection of goods. When documents deliverable on acceptance; when on payment. Preserving evidence of goods in dispute. Part 6
Title, Creditors, and Good Faith Purchasers
Sec.
Part 4
Buyer’s rights on improper delivery. Manner and effect of rightful rejection. Merchant buyer’s duties as to rightfully rejected goods. Buyer’s options as to salvage of rightfully rejected goods. Waiver of buyer’s objections by failure to particularize. What constitutes acceptance of goods. Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over. Revocation of acceptance in whole or in part. Right to adequate assurance of performance. Anticipatory repudiation. Retraction of anticipatory repudiation. “Installment contract”; breach. Casualty to identified goods. Substituted performance. Excuse by failure of presupposed conditions. Procedure on notice claiming excuse. Part 7 Remedies
Remedies for breach of collateral contracts not impaired.
Sec.
Seller’s remedies on discovery of buyer’s insolvency. Seller’s remedies in general. Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods. Seller’s stoppage of delivery in transit or otherwise. Seller’s resale including contract for resale. “Person in the position of a seller.” Seller’s damages for nonacceptance or repudiation. Action for the price. Seller’s incidental damages. Buyer’s remedies in general; buyer’s security interest in rejected goods. “Cover”; buyer’s procurement of substitute goods. Buyer’s damages for nondelivery or repudiation.
Annotations
Cross references. Effect of unsolicited sending of goods, §§ 10-1-50, 10-1-51. Uniform Deceptive Trade Practices Act, § 10-1-370 et seq. Law reviews. For article, “Negotiable Instruments Problems in the Financing of Home Improvements,” see 11 Mercer L. Rev. 316 (1960). For note discussing the Uniform Commercial Code and consumer protection, see 25 Emory L.J. 445 (1976). For article advocating repudiation of the patent danger rule as a manufacturer’s defense to personal injury suits resulting from product defects, see 29 Mercer L. Rev. 583 (1978). For article, “The Applicability of The Uniform Commercial Code to Construction Contracts,” see 28 Emory L.J. 335 (1979). For article discussing the application of Article 2 of the Uniform Commercial Code
Sec.
Buyer’s damages for breach in regard to accepted goods. Buyer’s incidental and consequential damages. Buyer’s right to specific performance or replevin. Deduction of damages from the price. Liquidation or limitation of damages; deposits. Contractual modification or limitation of remedy. Effect of “cancellation” or “rescission” on claims for antecedent breach. Remedies for fraud. Who can sue third parties for injury to goods. Proof of market price: time and place. Admissibility of market quotations. Statute of limitations in contracts for sale.
to contracts for the installation and customization of a computer system, see 20 Ga. St. B.J. 6 (1983). For article, “Computer Software: Does Article 2 of the Uniform Commercial Code Apply?,” see 35 Emory L.J. 853 (1986). For article, “Contract Litigation and the Elite Bar in New York City, 1960-1980,” see 39 Emory L.J. 413 (1990). For article, “Contribution Arguments in Commercial Law,” see 42 Emory L.J. 897 (1993). For annual survey article discussing developments in commercial law, see 51 Mercer L. Rev. 165 (1999). For article, “Consumers Surfing for Sales in Cyberspace: What Constitutes Acceptance and What Legal Terms and Conditions Bind the Consumer,” see 16 Ga. St. U.L. Rev. 741 (2000). For article, “Rethinking the Commercial Law Treaty,” see 45 Ga. L. Rev. 343 (2011).
JUDICIAL DECISIONS Coverage of article. - Since adoption of Georgia Uniform Commercial Code, ev-
ery contract for sale of goods is governed by Article 2 of the Code, and this is true
whether action brought with respect to such contract is deemed to be one in equity or in law. Mansfield Propane Gas
Co. v. Folger Gas Co., 231 Ga. 868, 204 S.E.2d 625, 1974 Ga. LEXIS 1279 (1974).
RESEARCH REFERENCES ALR. Construction and effect of Uniform Commercial Code Art. 2, dealing with sales, 17 A.L.R.3d 1010; 42 A.L.R.3d 182; 66 A.L.R.3d 145; 66 A.L.R.3d 190; 73 A.L.R.3d 248; 88 A.L.R.3d 416; 90 A.L.R.3d 1141; 91 A.L.R.3d 1237; 93 A.L.R.3d 584; 96 A.L.R.3d 299; 96 A.L.R.3d 1275; 97 A.L.R.3d 908; 98 A.L.R.3d 586; 4 A.L.R.4th 85; 4 A.L.R.4th 912; 26 A.L.R.4th 294; 30 A.L.R.4th 396; 36 A.L.R.4th 544; 44 A.L.R.4th 110; 45
A.L.R.4th 1126; 51 A.L.R.4th 537; 82 A.L.R.4th 709; 38 A.L.R.5th 191. Contractual liquidated damages provisions under Uniform Commercial Code Article 2, 98 A.L.R.3d 586. What constitutes a transaction, a contract for sale, or a sale within the scope of UCC Article 2, 4 A.L.R.4th 85. Finance company’s liability in connection with consumer fraud practices of party selling goods or services, 18 A.L.R.4th 824.
PART 1 SHORT TITLE, GENERAL CONSTRUCTION, AND SUBJECT MATTER