13 Pa.C.S. Ch. 13

in effect

13 Pa.C.S. § 1301 Territorial applicability; parties' power to choose applicable law.

(a) Agreement; reasonable relation requirement.--Except as otherwise provided in this section, when a transaction bears a reasonable relation to this Commonwealth and also to another state or nation, the parties may agree that the law either of this Commonwealth or of such other state or nation shall govern their rights and duties. (b) Absence of agreement; approved relation requirement.--In the absence of an agreement effective under subsection (a), and except as provided in subsection (c), this title applies to transactions bearing an appropriate relation to this Commonwealth. (c) Mandatory applicability of title.--If one of the following provisions of this title specifies the applicable law, that provision governs, and a contrary agreement is effective only to the extent permitted by the law so specified: (1) Section 2402 (relating to rights of creditors of seller against sold goods). (2) Sections 2A105 (relating to territorial application of division to goods covered by certificate of title) and 2A106 (relating to limitation on power of parties to consumer lease to choose applicable law and judicial forum). (3) Section 4102 (relating to applicability). (4) Section 4A507 (relating to choice of law). (5) Section 5116 (relating to choice of law and forum). (6) Section 8110 (relating to applicability; choice of law). (7) Ch. 93 Subch. A (relating to law governing perfection and priority). (8) Section 12107 (relating to governing law). (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. Act 41 added subsec. (c)(8). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

13 Pa.C.S. § 1302 Variation by agreement.

(a) General rule.--Except as otherwise provided in subsection (b) or elsewhere in this title, the effect of provisions of this title may be varied by agreement. (b) Exceptions.--The obligations of good faith, diligence, reasonableness and care prescribed by 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 this title requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement. (c) Effect of terminology.--The presence in certain provisions 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. Cross References. Section 1302 is referred to in sections 2A518, 2A519, 2A527, 2A528, 5103 of this title.

13 Pa.C.S. § 1303 Course of performance, course of dealing and usage of trade.

(a) Course of performance.--A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if: (1) the agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and (2) the other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection. (b) Course of dealing.--A "course of dealing" is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct. (c) Usage of trade.--A "usage of trade" is any practice or method of dealing having such regularity of observance in a place, vocation or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as fact. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law. (d) Evidentiary effect.--A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties' agreement, may give particular meaning to specific terms of the agreement and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance. (e) Construction in general.--Except as otherwise provided in subsection (f), the express terms of an agreement and any applicable course of performance, course of dealing or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable: (1) express terms prevail over course of performance, course of dealing and usage of trade; (2) course of performance prevails over course of dealing and usage of trade; and (3) course of dealing prevails over usage of trade. (f) Waiver or modification.--Subject to section 2209 (relating to modification, rescission and waiver), a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance. (g) Evidence.--Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party. Cross References. Section 1303 is referred to in sections 1201, 2202 of this title.

13 Pa.C.S. § 1304 Obligation of good faith.

Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.

13 Pa.C.S. § 1305 Remedies to be liberally administered.

(a) Administration.--The remedies provided by this title must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed, but neither consequential or special damages nor penal damages may be had except as specifically provided in this title or by other rule of law. (b) Enforceability.--Any right or obligation declared by this title is enforceable by action unless the provision declaring it specifies a different and limited effect. Cross References. Section 1305 is referred to in section 2A501 of this title.

13 Pa.C.S. § 1306 Waiver or renunciation of claim or right after breach.

A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record. (July 1, 2024, P.L.450, No.41, eff. 60 days) 2024 Amendment. See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

13 Pa.C.S. § 1307 Prima facie evidence by third-party documents.

A document in due form purporting to be a bill of lading, a policy or certificate of insurance, an official weigher's or inspector's certificate, a consular invoice or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.

13 Pa.C.S. § 1308 Performance or acceptance under reservation of rights.

(a) General rule.--Except as set forth in subsection (b), a party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. The words "without prejudice," "under protest" and the like are sufficient. (b) Exception.--Subsection (a) does not apply to an accord and satisfaction.

13 Pa.C.S. § 1309 Option to accelerate at will.

A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure," or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.

13 Pa.C.S. § 1310 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. Subordination does not create a security interest as against either the common debtor or a subordinated creditor. DIVISION 2 SALES Chapter 21. Short Title, General Construction and Subject Matter 22. Form, Formation and Readjustment of Contract 23. General Obligation and Construction of Contract 24. Title, Creditors and Good Faith Purchasers 25. Performance 26. Breach, Repudiation and Excuse 27. Remedies Enactment. Division 2 was added November 1, 1979, P.L.255, No.86, effective January 1, 1980.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=13Fetched: 10/16/2026