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This entry was published on 2014-09-22
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Right to Adequate Assurance of Performance
Uniform Commercial Code (UCC) CHAPTER 38, ARTICLE 2, PART 6
Section 2--609. Right to Adequate Assurance of Performance.

(1) A contract for sale imposes an obligation on each party that the
other's expectation of receiving due performance will not be impaired.
When reasonable grounds for insecurity arise with respect to the
performance of either party the other may in writing demand adequate
assurance of due performance and until he receives such assurance may if
commercially reasonable suspend any performance for which he has not
already received the agreed return.

(2) Between merchants the reasonableness of grounds for insecurity and
the adequacy of any assurance offered shall be determined according to
commercial standards.

(3) Acceptance of any improper delivery or payment does not prejudice
the aggrieved party's right to demand adequate assurance of future

(4) After receipt of a justified demand failure to provide within a
reasonable time not exceeding thirty days such assurance of due
performance as is adequate under the circumstances of the particular
case is a repudiation of the contract.