Connecticut Business Organizations and Commercial Law

CONNECTICUT BUSINESS ORGANIZATIONS AND COMMERCIAL LAW
Table of Contents

Introduction and Overview
Chapter 1 Introduction — The Legal Organization of Enterprise in Connecticut
§1.01 The Basic Project
§1.02 Scope of Entities Covered
 [1] Non-Entities: Sole Proprietorships
 [2] Non-Entities: Trade Names
 [3] Entities Beyond the Scope of the Book
§1.03 Some Common Themes
 [1] Reliance on Model Acts and Uniform Laws
 [2] Local Adjustment
 [3] Periodic Revision
 [4] Structural Similarities Among Organizational Forms
 [5] Consistent Approach to Judicial Interpretation
 [6] Role of the Secretary of the State
 [7] Terminology
§1.04 Conclusion
Chapter 2 The Corporate Law of Connecticut
§2.01 The Statutory Framework: The Connecticut Business Corporation Act
§2.02 Formation of the Corporation
§2.03 Liability for Preincorporation Transactions
§2.04 The Organizational Meeting
§2.05 The Role of the Secretary of the State and the Filing of Corporate Documents
 [1] Filing Requirements and Formalities
 [2] Effective Time and Date
 [3] Correction of Filed Documents
 [4] The Ministerial Role of the Secretary
 [5] Evidentiary Effect and Certificates
 [6] Interrogatories and Administrative Oversight
 [7] Fees and License Charges
 [8] The Franchise Tax
 [9] Penalties for False Filings
§2.06 Bylaws
 [1] General Provisions of Bylaws
 [2] Emergency Bylaws
 [3] Amendment of Bylaws
  [a] In General
  [b] Increasing Quorum or Voting Requirements for Shareholders
  [c] Increasing Quorum or Voting Requirements for Directors
  [d] Requiring the Shareholder Meeting to Be Held “at a Place”
  [e] Relating to the Election of Directors at a Public Corporation
§2.07 Corporate Purposes and Powers
 [1] Corporate Purposes and Powers in General
 [2] Limitations on Engaging in the Insurance Business
 [3] Emergency Powers
 [4] Ultra Vires Acts
§2.08 Corporate Names
§2.09 Corporate Office and Agent
§2.10 Capital Structure and Share Design
 [1] Authorized Shares
  [a] In General
  [b] Objectively Ascertainable Terms
  [c] Variation Among Holders
 [2] Board Authority to Create Classes or Series (Blank Check Authority)
 [3] Issued and Outstanding Shares
 [4] Fractional Shares and Scrip
§2.11 Issuance of Shares
 [1] Subscriptions
 [2] Issuance of Shares
 [3] Shareholder Liability
 [4] Share Dividends
 [5] Options, Warrants, and Equity Compensation
§2.12 Share Certificates and Transfer Mechanics
 [1] Certificated and Uncertificated Shares
 [2] Transfer Restrictions
 [3] Corporate Acquisition of Its Own Shares
§2.13 Subsequent Acquisition of Shares and Preemptive Rights
§2.14 Distribution to Shareholders
§2.15 Limited Liability and Piercing the Corporate Veil
 [1] Basic Limitation on Shareholder Liability
 [2] Piercing the Veil at Common Law
 [3] The 2019 Reforms
 [4] Reverse Piercing
§2.16 Meetings of Shareholders
 [1] In General
 [2] Annual Meetings
 [3] Special Meetings
 [4] Court-Ordered Meetings
 [5] Action Without a Meeting
 [6] Notice of Meeting
 [7] Waiver of Notice
 [8] Exception for Lost Shareholders
 [9] Record Dates
 [10] Conduct of Meetings and the Chairperson
 [11] Remote Participation
§2.17 Shareholder Voting
 [1] Shareholders’ List
 [2] Voting Entitlement
 [3] Proxies
 [4] Acceptance or Rejection of Votes
 [5] Quorum and Voting Requirements
 [6] Election of Directors and Cumulative Voting
 [7] Inspectors
§2.18 Voting Trusts and Shareholder Agreements
 [1] Introduction
 [2] Voting Trusts
 [3] Voting Agreements
 [4] Statutory Shareholder Agreements
§2.19 Corporate Records
§2.20 Shareholder Inspection Rights
§2.21 Director Inspection
§2.22 Financial Statements and Shareholder Reports
§2.23 Derivative Proceedings
§2.24 Forum Selection Clauses
§2.25 The Board of Directors
§2.26 Meetings and Action of the Board
§2.27 Ratification of Defective Corporate Action
§2.28 General Standards of Conduct for Directors
§2.29 Connecticut’s Other Constituency Statute
§2.30 Director Liability for Unlawful Distributions
§2.31 Standards of Liability for Directors
§2.32 Officers
§2.33 Indemnification, Advancement, and Insurance
§2.34 Conflicting Interest Transactions with Directors
§2.35 Taking Advantage of Business Opportunities
§2.36 Qualified Directors
§2.37 Amendment of Certificate of Incorporation
§2.38 Merger or Share Exchange
§2.39 Merger of Subsidiary
§2.40 Effect of a Merger or Share Exchange
§2.41 Sale of Assets
§2.42 Business Combinations
§2.43 Corporate Accountability Statutes for Public Companies and Auditors
§2.44 The Connecticut Tender Offer Act
§2.45 Appraisal Rights
§2.46 Cross-Entity Mergers, Interest Exchanges, Conversions, and Domestications
§2.47 Dissolution
§2.48 Foreign Corporations
Chapter 3 The General Partnership
§3.01 The Statutory Framework: The Connecticut Uniform Partnership Act
§3.02 Knowledge, Notice, and Imputation
 [1] Knowledge and Notice
 [2] Imputation of Knowledge and Notice to Entities
§3.03 The Partnership Agreement and Mandatory Provisions
 [1] The General Contractual Nature of Partnership
 [2] Mandatory Provisions
 [3] The Power to Contract Around Default Rules
§3.04 Execution, Filing, and Recording of Statements
§3.05 Formation of the Partnership
§3.06 The Nature of the Partnership and Its Distinct Existence
 [1] Partnership as a Distinct Entity
 [2] Partnership Property Distinguished from Partner Property
 [3] The Partner’s Interest in the Partnership
 [4] Identifying Partnership Property
§3.07 Partner as Agent of the Partnership
 [1] Default Agency Rules
 [2] Modification Through Statement of Partnership Authority
§3.08 Transfer of Partnership Property
§3.09 Liability of Partnership for Partner’s Actionable Conduct
§3.10 Partners’ General Liability for Partnership Obligations
§3.11 Actions by and Against Partnership and Partners
§3.12 Capital Accounts and Internal Financial Matters
 [1] Partner Capital Accounts
 [2] Default Rules of Profit Sharing
 [3] No Compensation for Services
 [4] Reimbursement and Indemnification of Partners
 [5] Rate of Interest
§3.13 Partnership Governance
 [1] General Governance Rules
 [2] Unanimity Requirements
§3.14 Access to Books, Records, and Information
 [1] Partner Access to Books and Records
 [2] Duty to Furnish Information
§3.15 Continuation of Partnership After Expiration or Completion
§3.16 Fiduciary Duties of Partners
 [1] General Framework
 [2] Duty of Loyalty
 [3] Duty of Care
 [4] Duty of Good Faith and Fair Dealing
§3.17 Actions by Partnership and Partners
§3.18 The Partner’s Transferable Interest
 [1] Nature of the Transferable Interest
 [2] Rights of the Transferee
 [3] Partnership Obligations Upon Transfer
 [4] Charging Orders
§3.19 Dissociation of a Partner
 [1] General Principles
 [2] Right to Dissociate
 [3] Events Causing Dissociation
 [4] Wrongful Dissociation
 [5] Liability for Wrongful Dissociation
 [6] Effects of Dissociation
§3.20 Consequences of Dissociation Without Dissolution
§3.21 Dissociated Partner’s Power to Bind the Partnership
§3.22 Liability of Dissociated Partner
§3.23 Statement of Dissociation
§3.24 Dissolution and Winding Up
 [1] Events Triggering Dissolution
 [2] Effect of Dissolution
 [3] Right to Participate in Winding Up
 [4] Power to Bind After Dissolution
 [5] Liability After Dissolution
§3.25 Statement of Dissolution
§3.26 Settlement of Accounts and Contributions
§3.27 Mergers
 [1] General
 [2] Approval Requirements
 [3] Plan of Merger
 [4] Effective Time of Merger
 [5] Effect of Merger
 [6] Treatment of Non-Surviving Partners
 [7] Statement of Merger
Chapter 4 The Limited Liability Partnership
§4.01 Overview and Statutory Framework
 [1] Introduction to the LLP Form
 [2] The Registered LLP
 [3] Statutory Sources
 [4] Recognition and Governing Law
§4.02 Formation and Registration
 [1] Requirements for Forming a Registered LLP
 [2] Name Requirements
 [3] Execution of Documents
 [4] Interrogatories by the Secretary of the State
 [5] Fees Payable
 [6] Filing of Documents
 [7] Amendment of the Certificate of LLP
 [8] Statutory Agent for Service
§4.03 Limiting the Liability of Partners for Partnership Obligations
 [1] General Limitation on Liability
 [2] Exception for a Partner’s Own Conduct
 [3] Insurance Requirement
§4.04 The Obligation to File an Annual Report
 [1] Annual Reports
 [2] Failure to File an Annual Report
 [3] Consequences of Failure to File; Revocation
 [4] Reinstatement After Revocation
 [5] Renunciation of Status
§4.05 Foreign Registered Limited Liability Partnerships
 [1] In General
 [2] Internal Affairs
 [3] Authority to Transact Business in Connecticut
 [4] Transacting Business Without a Certificate of Authority
 [5] Annual Reporting Obligations
 [6] Default and Revocation
 [7] Withdrawal of Authority
Chapter 5 The Limited Partnership
§5.01 Introduction
 [1] Overview of Limited Partnerships in Connecticut
§5.02 Formation of a Limited Partnership
 [1] Filing Requirements for the Certificate of Limited Partnership
 [2] Effect of Defective Formation
 [3] Execution of Certificates
 [4] Filing Requirements and Procedures
 [5] Constructive Notice of Filings
 [6] Delivery of Certificates to Limited Partners
 [7] Naming Conventions and Restrictions
 [8] Authorized Types of Business
 [9] Designated Office and Statutory Agent
 [10] Required Records and Partner Access
 [11] Interrogatories by the Secretary of the State
 [12] Annual Reports and Failure to File
§5.03 Limited Partners
 [1] Admission
 [2] Withdrawal
 [3] Distributions Upon Withdrawal
 [4] Rights to Information and Records
 [5] Liability Limitations and Exceptions
  [a] Overview
  [b] General Rule of Limited Liability
  [c] Safe Harbor Activities
  [d] Liability for Improper Use of Name
 [6] Liability for False Statements
 [7] Erroneous Belief of Limited Partner Status
 [8] Flexibility of Voting Rights
§5.04 General Partners
 [1] Authority and Management Responsibilities
 [2] Fiduciary Duty
 [3] Liability for Partnership Obligations
 [4] Admission
 [5] Withdrawal
 [6] Distributions Upon Withdrawal
 [7] Events Causing Cessation of Status
§5.05 Capital Contributions and Financial Matters
 [1] Introduction
 [2] Contributions and Dual Status
 [3] Allocation of Profits and Losses
 [4] Distributions
 [5] Partner’s Right to Distribution
 [6] Limitation on Distributions
 [7] Enforceability of Contribution Obligations
 [8] Liability for Return of Contributions
§5.06 Transfer of Partnership Interests
 [1] Nature of Partnership Interest
 [2] Assignment of Partnership Interests
 [3] Admission of Assignee as Limited Partner
 [4] Liability of Assignee and Assignor
§5.07 Interested Transactions
§5.08 Dissolution and Winding Up
 [1] Introduction
 [2] Nonjudicial Dissolution
 [3] Judicial Dissolution
 [4] Winding Up
 [5] Legal Representatives
 [6] Rights of Judgment Creditors
 [7] Order of Distribution
§5.09 Amendment, Cancellation, Forfeiture, and Reinstatement
 [1] Introduction
 [2] Amendments to the Certificate
 [3] Cancellation by Voluntary Filing
 [4] Cancellation by Forfeiture
 [5] Reinstatement After Cancellation
 [6] Judicial Amendment or Cancellation
§5.10 Mergers and Consolidations
 [1] Introduction
 [2] Permitted Transactions
 [3] Required Approvals
 [4] Filing Requirements
 [5] Effective Date and Abandonment
 [6] Legal Effect
§5.11 Derivative Actions by Limited Partners
 [1] Introduction
 [2] Right to Bring Action
 [3] Proper Plaintiff
 [4] Pleading Requirements
 [5] Allocation of Proceeds and Expenses
§5.12 Foreign Limited Partnerships
 [1] Introduction
 [2] Governing Law
 [3] Registration Requirement
 [4] Name Requirements
 [5] Amendments and Cancellation
 [6] Doing Business Without Registration
 [7] Service of Process
 [8] Annual Report and Compliance
Chapter 6 The Limited Liability Company
§6.01 Overview of the Limited Liability Company in Connecticut
 [1] The LLC Act
 [2] Governing Law and Construction
 [3] Interpretation of Statutory Provisions
 [4] Application to Pre-Existing LLCs
§6.02 Elementary Attributes of the Limited Liability Company
 [1] Nature of the LLC Entity
 [2] Duration
 [3] Scope of Purposes
 [4] Powers of an LLC
 [5] Permissible Business Activities
  [a] General Rule
  [b] Banking Limitation
  [c] Regulated Industries
  [d] Insurance and Surety
  [e] Professional Services
  [f] Compliance with Other Laws
§6.03 Formation of a Limited Liability Company
 [1] Certificate of Organization
 [2] Amendment and Restatement
 [3] Duty to Correct
 [4] LLC Name
 [5] Naming Restrictions
 [6] Reservation of Name
 [7] Registration of Name by Foreign LLC
 [8] Registered Agent
 [9] Duties of Registered Agent
 [10] Change of Agent or Address
 [11] Resignation of Agent
 [12] Change of Agent Name or Address
 [13] Service of Process
  [a] Service on Registered Agent
  [b] Service on Secretary of the State
  [c] Alternate Service
  [d] Service at Place of Business
  [e] Record Requirement
  [f] Other Means of Service
§6.04 Administrative Matters, Filings, Records, and Reports
 [1] Signing of Records
 [2] Court-Ordered Filing
 [3] Liability for Inaccurate Records
 [4] Filing Requirements
 [5] Effective Date and Time
 [6] Withdrawal of Filed Record
 [7] Correction of Filed Record
 [8] Duties of the Secretary of the State
 [9] Delivery of Records
 [10] Legislative Authority
 [11] Fees
 [12] Tax Classification
 [13] Knowledge and Notice
 [14] Interrogatories
 [15] Powers of the Secretary
 [16] Certificate of Legal Existence
 [17] Annual Reports
§6.05 The Operating Agreement
 [1] Central Role
 [2] Definition
 [3] Scope
 [4] Limitations
 [5] Enforceability
 [6] Effect on Third Parties
§6.06 Liability of Members and Managers
 [1] No Inherent Authority of Members
 [2] Limited Liability
 [3] No Veil Piercing for Formalities
 [4] Professional LLC Liability
§6.07 Membership, Contributions, and Distributions
 [1] Becoming a Member
 [2] Contributions
 [3] Liability for Contributions
 [4] Distributions Before Dissolution
 [5] Limitations on Distributions
 [6] Equal Standing with Creditors
 [7] Conditional Indebtedness
 [8] Post-Dissolution Claims
 [9] Liability for Improper Distributions
§6.08 Management Structure and Member Rights
 [1] Member-Managed vs. Manager-Managed
 [2] Member-Managed LLCs
 [3] Manager-Managed LLCs
 [4] Manager Appointment and Removal
 [5] Voting Mechanics
 [6] Effect of Dissolution
 [7] Reimbursement and Compensation
§6.09 Standards of Conduct for Members and Managers
 [1] Duties in Member-Managed LLCs
 [2] Duty of Loyalty
 [3] Duty of Care
 [4] Reliance on Others
 [5] Good Faith and Fair Dealing
 [6] Self-Interest
 [7] Authorization and Ratification
 [8] Manager-Managed LLC Rules
§6.10 Reimbursement, Indemnification, and Insurance
 [1] Reimbursement
 [2] Permissive Indemnification
 [3] Mandatory Indemnification
 [4] Advancement of Expenses
 [5] Insurance
§6.11 Rights to Information
 [1] Member-Managed LLCs
 [2] Manager-Managed LLCs
 [3] Consent-Related Rights
 [4] Dissociated Members
 [5] Additional Rules
 [6] No Rights for Transferees
 [7] Restrictions on Access
§6.12 Transfer of Interests
 [1] Nature of Transferable Interest
 [2] Effect of Transfer
 [3] Charging Orders
 [4] Legal Representative of Deceased Member
§6.13 Dissociation of a Member
 [1] Right and Wrongful Dissociation
 [2] Events Causing Dissociation
 [3] Effect of Dissociation
§6.14 Dissolution and Winding Up
 [1] Events Causing Dissolution
 [2] Winding Up
 [3] Reinstatement
 [4] Known Claims
 [5] Unknown or Contingent Claims
 [6] Judicial Determination of Security
 [7] Distribution of Assets
 [8] Dissolution by Forfeiture
§6.15 Actions by Members
 [1] Direct Actions
 [2] Derivative Actions — Demand
 [3] Derivative Actions — Proper Plaintiff
 [4] Special Litigation Committee
 [5] Proceeds and Expenses
§6.16 Mergers and Interest Exchanges
 [1] Overview
 [2] Mergers
 [3] Interest Exchanges
 [4] Limitations
 [5] Appraisal Rights
§6.17 Foreign Limited Liability Companies
 [1] In General
 [2] Governing Law
 [3] Registration Requirement
 [4] Non-Qualifying Activities
 [5] Registration Procedure
 [6] Amendments, Withdrawals, and Revocation
Chapter 7 Other Types of Business Organizations
§7.01 Introduction
§7.02 The Statutory Trust
 [1] Overview of the Statutory Framework
 [2] Nature and Characteristics
 [3] Formation and Name
 [4] Governing Instrument
 [5] Management
 [6] Beneficial Owners and Interests
 [7] Fiduciary Duties and Indemnification
 [8] Service of Process and Fees
 [9] Existence and Termination
 [10] Mergers and Derivative Actions
 [11] Foreign Statutory Trusts
 [12] Practical Uses
§7.03 The Benefit Corporation
 [1] Overview of the Statutory Framework
 [2] Incorporation and Election of Benefit Status
 [3] Purposes and Public Benefits
 [4] Director and Officer Duties
 [5] Governance: Benefit Director and Officer
 [6] Benefit Enforcement Proceedings
 [7] Annual Benefit Report and Third-Party Standard
§7.04 Nonprofit Enterprise and the Nonstock Corporation
 [1] Overview and Context
 [2] Formation and Purpose
 [3] Governance and Membership
 [4] Fundamental Changes and Dissolution
 [5] Foreign Nonstock Corporations and Reporting
 [6] Charitable Corporations and Trusts
 [7] Medical Foundations
§7.05 Specially Chartered Corporations
 [1] Historical Background
 [2] Applicability of Modern Statutes
 [3] Formation and Charter Amendments
 [4] Reincorporation Under General Law
 [5] Franchise Taxes and Dissolution
§7.06 Cooperative Corporations
 [1] Overview
 [2] Cooperative Associations
 [3] Cooperative Marketing Corporations
 [4] Electric Cooperatives
 [5] Worker Cooperative Corporations
§7.07 Professional Corporations and Professional Associations
 [1] Overview
 [2] Professional Corporations
 [3] Professional Associations
Chapter 8 Connecticut Securities Regulation
§8.01 Overview of Connecticut Securities Regulation
§8.02 Scope of State Regulation and Federal Preemption
§8.03 Historical Development of Connecticut Securities Law
§8.04 Sources of Authority and Interpretation
§8.05 Registration Requirements Under the Act
 [1] General Requirement to Register
 [2] Exemptions from Registration
 [3] Burden of Proving Exemptions
§8.06 Registration by Coordination
 [1] Availability and Purpose
 [2] Content of Registration Statement
 [3] Effectiveness and Conditions
 [4] Post-Effective Requirements
§8.07 Definition of a “Security”
§8.08 Covered Securities and Notice Filings
§8.09 Filing Requirements for Investor Materials
§8.10 Prohibition on False or Misleading Statements
§8.11 Prohibition on Attributing Meaning to Registration or Filings
§8.12 Statutory Prohibitions in Securities Transactions
 [1] Antifraud Provisions
 [2] Dishonest or Unethical Practices
 [3] Restrictions Relating to Senior Investors
§8.13 The Antifraud Provision
 [1] Statutory Language
 [2] Relationship to Federal Law
 [3] Private Right of Action
 [4] No Aiding and Abetting Liability
§8.14 Civil Remedies Available to Buyers
 [1] Statutory Causes of Action
 [2] Remedies: Rescission and Damages
 [3] Liability of Control Persons
 [4] Limitations on Recovery
§8.15 Criminal Liability and Penalties
 [1] General Criminal Penalties
 [2] Aiding and Abetting Liability
 [3] Required Mental State
§8.16 Administration of the Act by the Banking Commissioner
 [1] Role of the Commissioner
 [2] Securities and Business Investments Division
§8.17 Investigative Powers of the Commissioner
§8.18 Enforcement Powers of the Commissioner
 [1] Cease and Desist Orders
 [2] Restitution and Disgorgement
 [3] Civil Penalties
 [4] Judicial Enforcement
§8.19 Statute of Limitations
§8.20 Anti-Waiver Provision
Chapter 9 The Commercial Law of Connecticut
§9.01 Introduction
§9.02 Common Law Contract Principles in Commercial Settings
 [1] Overview
  [a] Intent of the Parties
  [b] Law versus Fact
  [c] Contextual Factors
  [d] Bilateral versus Unilateral Contracts
 [2] Formation
  [a] Offer
  [b] Acceptance
  [c] Mutual Understanding
  [d] Counteroffers
  [e] Express and Implied Contracts
 [3] Complete Terms
 [4] Statute of Frauds
 [5] Consideration and Promissory Estoppel
 [6] Contract Interpretation
 [7] Breach and Performance
  [a] Elements of Breach and Standards of Review
  [b] Substantial Performance and Compliance
  [c] Conditions Precedent
  [d] Material Breach and Anticipatory Repudiation
 [8] Defences to Enforcement
  [a] In General
  [b] Fraudulent and Innocent Misrepresentation
  [c] Mistake and Unconscionability
  [d] Duress and Undue Influence
  [e] Illegality and Public Policy
  [f] Capacity and Corporate Authority
 [9] Remedies
  [a] Damages: Expectation, Reliance, and Restitution
  [b] Specific Performance
  [c] Liquidated Damages
  [d] Punitive Damages
 [10] Third Parties
  [a] Assignment and Delegation
  [b] Antiassignment Clauses
  [c] Personal-Service and Survival Limitations
  [d] Third-Party Beneficiaries
§9.03 The Uniform Commercial Code
 [1] Introduction to the UCC
 [2] Article 1: General Provisions
 [3] Article 2A: Leases
 [4] Article 3: Negotiable Instruments
 [5] Article 4: Bank Deposits and Collections
 [6] Article 4A: Funds Transfers
 [7] Article 5: Letters of Credit
 [8] Article 7: Documents of Title
 [9] Article 8: Investment Securities
 [10] Article 10: Transition Provisions
 [11] Article 12: Controllable Electronic Records
Chapter 10 Sales Under Article 2 of the UCC
§10.01 Introduction
§10.02 Scope
 [1] Transactions in Goods
 [2] Goods to Be Severed from Realty
§10.03 Definitions
 [1] Overview
 [2] Merchant; Between Merchants; Financing Agency
 [3] Goods; Future Goods; Lot; Commercial Unit
 [4] Contract; Agreement; Sale; Conforming Goods; Termination; Cancellation
§10.04 Requirements of Form
 [1] Statute of Frauds
 [2] Confirmation Between Merchants
 [3] Statutory Exceptions
 [4] Evidence Beyond the Writing
 [5] Seals Inoperative
§10.05 Formation
 [1] General Principles
 [2] Firm Offers
 [3] Offer and Acceptance
 [4] Additional Terms
 [5] Conduct Establishing a Contract
§10.06 Modification and Rescission
 [1] General
 [2] Waiver
§10.07 Delegation and Assignment
§10.08 General Obligations and Construction of Contract
 [1] Obligations of Parties
 [2] Unconscionability
 [3] Allocation of Risk
 [4] Price Terms
 [5] Open Price Term
 [6] Output and Requirements Contracts
 [7] Delivery Terms
 [8] Place of Delivery
 [9] Time Provisions
 [10] Termination
 [11] Payment and Shipment
 [12] Cooperation and Performance
§10.09 Warranties
 [1] Warranty of Title
 [2] Infringement
 [3] Express Warranties
 [4] Implied Warranty of Merchantability
 [5] Warranties from Course of Dealing or Usage
 [6] Fitness for Particular Purpose
 [7] Exclusion or Modification
 [8] Cumulation and Conflict
 [9] Third-Party Beneficiaries
§10.10 Commercial Terms
 [1] Overview
 [2] F.O.B. and F.A.S.
 [3] C.I.F. and C.&F.
 [4] Net Landed Weights
 [5] Payment on Arrival
 [6] Ex-Ship
 [7] Overseas Shipments
 [8] No Arrival, No Sale
 [9] Letters of Credit
 [10] Sale on Approval / Sale or Return
 [11] Sale by Auction
§10.11 Title to Goods
 [1] General Principles
 [2] Identification
 [3] Retention of Title as Security Interest
 [4] Passage of Title
 [5] Title Without Movement
 [6] Revesting Title
§10.12 Rights of Seller’s Creditors
 [1] Priority Rules
 [2] Retention of Possession
 [3] Protective Filings
 [4] Savings Clauses
§10.13 Transfer of Title and Good-Faith Purchasers
§10.14 Performance
 [1] Identification
 [2] Buyer’s Right to Goods
 [3] Tender of Delivery
 [4] Shipment Under Reservation
 [5] Financing Agency Rights
 [6] Effect of Tender
 [7] Seller’s Right to Cure
 [8] Risk of Loss
 [9] Risk of Loss and Breach
 [10] Payment Obligations
 [11] Payment Before Inspection
 [12] Buyer’s Right to Inspect
 [13] Delivery of Documents
 [14] Preservation of Evidence
§10.15 Breach, Rejection, and Acceptance
 [1] Perfect Tender Rule
 [2] Rejection of Goods
 [3] Merchant Buyer Duties
 [4] Buyer’s Salvage Options
 [5] Waiver of Defects
 [6] Acceptance of Goods
 [7] Effect of Acceptance
 [8] Notice of Breach
 [9] Infringement Notice
 [10] Burden of Proof
 [11] Vouching In
 [12] Revocation of Acceptance
 [13] Adequate Assurance
§10.16 Repudiation
 [1] Anticipatory Repudiation
 [2] Retraction
§10.17 Instalment Contracts
§10.18 Casualty to Identified Goods
§10.19 Substituted Performance
§10.20 Excuse
 [1] General
 [2] Failure of Presupposed Conditions
 [3] Buyer’s Options
§10.21 Remedies: Overview
§10.22 Seller Remedies
 [1] Overview
 [2] Buyer Insolvency
 [3] Remedies for Breach
  [a] Identification and Salvage
  [b] Stoppage of Delivery
  [c] Resale
  [d] Persons in Position of Seller
  [e] Market Damages
  [f] Action for the Price
  [g] Incidental Damages
§10.23 Buyer Remedies
 [1] Overview
 [2] Seller Default
 [3] Cover
 [4] Market Damages
 [5] Damages for Accepted Goods
 [6] Incidental and Consequential Damages
 [7] Specific Performance and Replevin
 [8] Deduction from Price
§10.24 Contracting Around Remedies
 [1] General
 [2] Liquidated Damages
 [3] Buyer Restitution
 [4] Payments in Goods
 [5] Limitation of Remedies
 [6] Consequential Damages
§10.25 Additional Remedies Topics
 [1] Effect of Cancellation
 [2] Fraud Remedies
 [3] Third-Party Claims
 [4] Market Price Proof
 [5] Market Reports
§10.26 Statute of Limitations
Chapter 11 Secured Transactions Under Article 9 of the UCC
§11.01 Introduction
§11.02 General Provisions
 [1] Scope of Article 9
 [2] Definitions
 [3] Purchase-Money Security Interests
 [4] Control of Collateral
 [5] Sufficiency of Description
 [6] Security Interests Arising Under Articles 2 and 2A
§11.03 Security Interests and Security Agreements
 [1] Security Interest
 [2] Security Interest Created by a Lease
 [3] Security Agreement
§11.04 General Effectiveness of Security Agreement
§11.05 Title to Collateral Is Immaterial
§11.06 Attachment
§11.07 After-Acquired Property
§11.08 Debtor’s Use or Disposition of Collateral
§11.09 Security Interests in Financial Assets
§11.10 Security Interests in Household Furniture
§11.11 Duties of Secured Party in Possession or Control
§11.12 Debtor’s Right to Information
§11.13 Governing Law for Perfection
 [1] Choice of Law
 [2] Specialized Rules
 [3] Debtor Location and Continuity
§11.14 Perfection
 [1] Introduction
 [2] General Rules
 [3] Automatic Perfection
 [4] Perfection by Filing
 [5] Other Perfection Regimes
 [6] Perfection by Possession
 [7] Perfection by Control
 [8] Rights in Proceeds
 [9] Change in Governing Law
§11.15 Priority Rules
 [1] Introduction
 [2] General Priority Scheme
 [3] Sales of Rights to Payment
 [4] Consignments
 [5] Buyers and Lessees in Ordinary Course
 [6] Ranking Among Secured Parties
 [7] Control-Based Priority
 [8] Purchasers of Instruments and Documents
 [9] Money, Funds Transfers, and Liens
 [10] Fixtures, Crops, and Accessions
 [11] Title Certificates
 [12] Incorrect Information
 [13] Contractual Subordination
 [14] Banks’ Rights in Deposit Accounts
§11.16 Rights of Third Parties and Assignment
 [1] Transferability of Debtor’s Rights
 [2] Secured Party Liability
 [3] Cut-Off Agreements
 [4] Rights of Assignee
 [5] Modification of Assigned Contracts
 [6] Discharge and Notification
 [7] Leaseholds and Residual Interests
 [8] Promissory Notes and Intangibles
 [9] Letter-of-Credit Rights
§11.17 Filing
 [1] Introduction
 [2] Filing Office
 [3] Contents of Financing Statement
  [a] Basic Information
  [b] Names of Parties
  [c] Collateral Description
 [4] Consignors and Lessors
 [5] Errors and Omissions
 [6] Events After Filing
 [7] Authority to File
 [8] Amendments
 [9] Termination Statements
 [10] Assignments
 [11] Duration and Continuation
 [12] Filing and Refusal
 [13] Information Statements
 [14] Indexing and Records
 [15] Fees
 [16] Regulations
§11.18 Default and Enforcement
 [1] Introduction
 [2] Cumulative Remedies
 [3] Nonwaivable Debtor Rights
 [4] Mixed Real and Personal Property
 [5] Duties to Unknown Parties
 [6] Agricultural Liens
 [7] Collection and Enforcement
 [8] Possession and Self-Help
 [9] Disposition of Collateral
  [a] Method and Manner
  [b] Notification
  [c] Application of Proceeds
  [d] Transferee’s Title
 [10] Acceptance of Collateral
 [11] Redemption Rights
 [12] Waivers
 [13] Remedies for Noncompliance
 [14] Deficiency and Surplus Litigation
 [15] Commercial Reasonableness
 [16] Limits on Secured-Party Liability
Chapter 12 Franchise Laws and Business Opportunity Regulation
§12.01 Overview and Scope of the Statute
§12.02 Definition of “Business Opportunity”
 [1] Overview
 [2] “To Start a Business”
 [3] Seller Representations
 [4] Guaranteed Income or Refund Representations
 [5] Sales or Marketing Programs
 [6] Exclusions
  [a] Overview
  [b] Trademark or Service Mark Licensing
§12.03 Pre-Sale Registration Requirement
§12.04 Post-Sale Registration and Curative Measures
§12.05 Disclosure Document Requirements
§12.06 Required Content of Disclosure Document
§12.07 Bonding Requirements
§12.08 Exemptions from the Act
 [1] Overview
 [2] Low-Cost Opportunities
 [3] High-Net-Worth Purchasers
 [4] Commissioner’s Discretionary Exemptions
  [a] General Authority
  [b] Internet-Based Offers
§12.09 Required Contract Terms
§12.10 Prohibited Sales Practices
§12.11 Stop Orders and Enforcement
§12.12 No Implied Approval
§12.13 Administration by the Banking Commissioner
§12.14 Investigative Powers
§12.15 Enforcement, Fines, and Criminal Penalties
§12.16 Prohibition on False Statements
§12.17 Purchaser-Investor Remedies
 [1] Overview of Remedies
 [2] Bar on Contract Claims
 [3] Persons Subject to Liability
 [4] Arbitration Agreements
§12.18 Territorial Scope and Jurisdiction
§12.19 Public Records and Filings
§12.20 Renewal of Registration