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[dow1-2tf] Definition of the "Conspicuous" in US Uniform Commercial Code

  • To: dow1-2tf@xxxxxxxxxxxxxx
  • Subject: [dow1-2tf] Definition of the "Conspicuous" in US Uniform Commercial Code
  • From: "Neuman, Jeff" <Jeff.Neuman@xxxxxxxxxx>
  • Date: Tue, 21 Sep 2004 08:45:11 -0400
  • Sender: owner-dow1-2tf@xxxxxxxxxxxxxx


I provide this for background purposes only and to get the discussion
rolling on "conspicuous notice".  This is NOT provided to serve as the
definition we should use, but only as a tool to aid discussion.

The term "conspicuous" in the United States has been recognized in a number
of laws adopted both by the US Federal Government as well as the individual
50 states.  One such use of the term "Conspicuous" is in the Uniform
Commercial Code ("UCC").

Background of UCC
In 1892, representatives from each of the states in the United States met to
discuss a uniform set of business and contract rules to allow commercial
organizations to do business across jurisdictional boundaries with
confidence because these organizations are fairly certain that the same
rules apply in each jurisdiction. The result of which was the drafting of
the UCC.  Since that time, representatives from each of the states (except
Louisiana), have continued to meet to update the UCC to simplify, clarify
and modernize the law governing commercial transactions, to permit the
continued expansion of commercial practices through custom, usage and
agreement of the parties, and to make uniform the law among various states.
Topics covered include the sale and lease of personal property, bank
deposits and collections, letters of credit, investment securities and
secured transactions.
Definition of "Conspicuous"

Section 1-201 of the UCC defines "Conspicuous" as:

"A term of clause is conspicuous when it is so written that a reasonable
person against whom it is to operate ought to have noticed it. A printed
heading in capitals is conspicuous. Language in the body of a form is
"conspicuous" if it is in larger or other contrasting type or color. Whether
a term or clause is "conspicuous" or not is for decision by the court.
Conspicuous terms include the following: (A) a heading in capitals equal to
or greater in size than the surrounding text, or in contrasting type, font,
or color to the surrounding text of the same or lesser size; and (B)
language in the body of a record or display in larger type than the
surrounding text, or in contrasting type, font, or color to the surrounding
text of the same size, or set off from surrounding text of the same size by
symbols or other marks that call attention to the language."

Jeffrey J. Neuman, Esq. 
Director, Law & Policy 
NeuStar, Inc. 
Loudoun Tech Center 
46000 Center Oak Plaza 
Building X 
Sterling, VA 20166 
p: (571) 434-5772 
f: (571) 434-5735 
e-mail: Jeff.Neuman@xxxxxxxxxx 

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