New York § 2-312 Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement

New York Statutes

§ 2-312 — Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement

New York § 2-312

Law UCCUniform Commercial Code

Part 3General Obligation and Construction of Contract

Art. 2Sales

This text of New York § 2-312 (Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement) is published on Counsel Stack Legal Research, covering New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.Y. Uniform Commercial Code § 2-312 (2026).

Text

Section 2--312. Warranty of Title and Against Infringement; Buyer's\n                  Obligation Against Infringement.\n  (1) Subject to subsection (2) there is in a contract for sale a\nwarranty by the seller that\n       (a) the title conveyed shall be good, and its transfer rightful;\n           and\n       (b) the goods shall be delivered free from any security interest\n           or other lien or encumbrance of which the buyer at the time\n           of contracting has no knowledge.\n  (2) A warranty under subsection (1) will be excluded or modified only\nby specific language or by circumstances which give the buyer reason to\nknow that the person selling does not claim title in himself or that he\nis purporting to sell only such right or title as he or a third person\nmay have.\n  

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Section 2--312. Warranty of Title and Against Infringement; Buyer's\n Obligation Against Infringement.\n (1) Subject to subsection (2) there is in a contract for sale a\nwarranty by the seller that\n (a) the title conveyed shall be good, and its transfer rightful;\n and\n (b) the goods shall be delivered free from any security interest\n or other lien or encumbrance of which the buyer at the time\n of contracting has no knowledge.\n (2) A warranty under subsection (1) will be excluded or modified only\nby specific language or by circumstances which give the buyer reason to\nknow that the person selling does not claim title in himself or that he\nis purporting to sell only such right or title as he or a third person\nmay have.\n (3) Unless otherwise agreed a seller who is a merchant regularly\ndealing in goods of the kind warrants that the goods shall be delivered\nfree of the rightful claim of any third person by way of infringement or\nthe like but a buyer who furnishes specifications to the seller must\nhold the seller harmless against any such claim which arises out of\ncompliance with the specifications.\n