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PARRIS N. GLENDENING, Governor
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S.B. 142
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(B) ANY USAGE OF TRADE OF WHICH THE PARTIES ARE OR SHOULD BE AWARE
AND ANY COURSE OF DEALING OR COURSE OF PERFORMANCE BETWEEN THE
PARTIES ARE RELEVANT TO DETERMINING THE EXISTENCE OR MEANING OF AN
AGREEMENT.
21-114. SUPPLEMENTAL PRINCIPLES; GOOD FAITH; DECISION FOR COURT;
REASONABLE TIME; REASON TO KNOW.
(A) UNLESS DISPLACED BY THIS TITLE, PRINCIPLES OF LAW AND EQUITY,
INCLUDING THE LAW MERCHANT AND THE COMMON LAW OF THIS STATE RELATIVE
TO CAPACITY TO CONTRACT, PRINCIPAL AND AGENT, ESTOPPEL, FRAUD,
MISREPRESENTATION, DURESS, COERCION, MISTAKE, AND OTHER VALIDATING OR
INVALIDATING CAUSE, SUPPLEMENT THIS TITLE. AMONG THE LAWS
SUPPLEMENTING AND NOT DISPLACED BY THIS TITLE ARE TRADE SECRET LAWS AND
UNFAIR COMPETITION LAWS.
(B) EVERY CONTRACT OR DUTY WITHIN THE SCOPE OF THIS TITLE IMPOSES
AN OBLIGATION OF GOOD FAITH IN ITS PERFORMANCE OR ENFORCEMENT.
(C) WHETHER A TERM IS CONSPICUOUS OR IS UNENFORCEABLE UNDER §
21-105(A) OR (B), § 21-111, OR § 21-209(A) OF THIS TITLE AND WHETHER AN
ATTRIBUTION PROCEDURE IS COMMERCIALLY REASONABLE OR EFFECTIVE UNDER §
21-108, § 21-212, OR § 21-213 OF THIS TITLE ARE QUESTIONS TO BE DETERMINED BY
THE COURT.
(D) WHETHER AN AGREEMENT HAS LEGAL CONSEQUENCES IS DETERMINED
BY THIS TITLE.
(E) WHENEVER THIS TITLE REQUIRES ANY ACTION TO BE TAKEN WITHIN A
REASONABLE TIME, THE FOLLOWING RULES APPLY:
(1) WHAT IS A REASONABLE TIME FOR TAKING THE ACTION DEPENDS
ON THE NATURE, PURPOSE, AND CIRCUMSTANCES OF THE ACTION.
(2) ANY TIME THAT IS NOT MANIFESTLY UNREASONABLE MAY BE FIXED
BY AGREEMENT.
(F) A PERSON HAS REASON TO KNOW A FACT IF THE PERSON HAS
KNOWLEDGE OF THE FACT OR, FROM ALL THE FACTS AND CIRCUMSTANCES KNOWN
TO THE PERSON WITHOUT INVESTIGATION, THE PERSON SHOULD BE AWARE THAT
THE FACT EXISTS.
SUBTITLE 2. FORMATION AND TERMS; FORMATION OF A CONTRACT; TERMS OF
RECORDS; ELECTRONIC CONTRACTS: GENERALLY.
FORMATION OF A CONTRACT.
21-201. FORMAL REQUIREMENTS.
(A) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, A CONTRACT
REQUIRING PAYMENT OF A CONTRACT FEE OF $5,000 OR MORE IS NOT ENFORCEABLE
BY WAY OF ACTION OR DEFENSE UNLESS:
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- 3659 -
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