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New York · Through 2026-09-11

N.Y. Uniform Commercial Code Law § 2-312: Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement

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Where this section sits in the code
  1. Uniform Commercial Code Law
  2. Article 2. Sales
  3. Part 3. General Obligation and Construction of Contract

Section 2--312. Warranty of Title and Against Infringement; Buyer's

Obligation Against Infringement.

(1) Subject to subsection (2) there is in a contract for sale a

warranty by the seller that

(a) the title conveyed shall be good, and its transfer rightful;

and

(b) the goods shall be delivered free from any security interest

or other lien or encumbrance of which the buyer at the time

of contracting has no knowledge.

(2) A warranty under subsection (1) will be excluded or modified only

by specific language or by circumstances which give the buyer reason to

know that the person selling does not claim title in himself or that he

is purporting to sell only such right or title as he or a third person

may have.

(3) Unless otherwise agreed a seller who is a merchant regularly

dealing in goods of the kind warrants that the goods shall be delivered

free of the rightful claim of any third person by way of infringement or

the like but a buyer who furnishes specifications to the seller must

hold the seller harmless against any such claim which arises out of

compliance with the specifications.

Collected 2026-09-14T19:32:45Z. Source file · JSON

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