The Law Behind the Lights

Consult the governing state's enacted code; model UCC text is not itself a universal state statute. Common-law principles are illustrative and jurisdiction dependent.

UCC Article 2: model-text research index

Formation 2-201 through 2-207; modification 2-209; delegation 2-210; warranties 2-313 through 2-316; cure and risk 2-508 through 2-510; tender and assurance 2-601 through 2-612; excuse 2-615; remedies 2-711 through 2-719.

UCC 9-404: assigned receivable claims and defenses

Statutory qualifications, waiver rules, and notice timing matter.

California Judicial Council: CACI Contracts instructions

A primary, state-specific comparison for contract, performance, defense, and beneficiary analysis. It is not Halcyon’s enacted law.

Restatement (Second) of Contracts: analytical reference

Consideration 71, modification 89, reliance 90, defenses 152 and 175, intended beneficiaries 302 and modification 311, excuse 261 and 265, remedies 347–356. Persuasive authority, not enacted law.

Chapter study notes

01The Date in the InboxFormation→02What Each Side GivesConsideration→03New Means NewDefenses and writings→04The Work Almost FinishedPerformance and breach→05The Promise Inside the BoxUCC warranties and risk→06The People Between the LinesExcuse and third-party rights→07When the Lights ReturnRemedies→