Tennessee Code Annotated
Tenn. Code Ann. § 47-1-302 (2026)
Variation by agreement
✓ current as of May 2026
- (a) Except as otherwise provided in subsection (b) or elsewhere in chapters 1-9 of this title, the effect of provisions of chapters 1-9 of this title may be varied by agreement.
- (b) The obligations of good faith, diligence, reasonableness, and care prescribed by chapters 1-9 of this title 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 chapters 1-9 of this title require 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 chapters 1-9 of this title 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.
Acts 2008, ch. 930, § 1.
Notes of Decisions
Cited in 2
cases (1 in the last 5 years), 2018–2022 · leading case: Queen City Pastry, LLC v. Bakery Tech. Enter., LLC (Tenn. Ct. App. 2018).
Queen City Pastry, LLC v. Bakery Tech. Enter., LLC (Tenn. Ct. App. 2018). “2009); see also Tenn. Code Ann. § 47-1-302 cmt. 1 (Supp. 2017) (emphasizing the role of freedom of contract in commercial transactions).”
Venture Express, Inc. v. Vanguard Nat'l Trailer Corp. (M.D. Tenn. 2022). “§ 47-1-204 (now codified at Tenn. Code Ann. § 47-1-302 (b)) or “fail[ed] in its purpose or operate[d] to deprive either party of the substantial value of the bargain” as stated in the comments to Tenn.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.