Terms Used In Maryland Code, COMMERCIAL LAW 22-114

  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Contract: A legal written agreement that becomes binding when signed.
  • Fraud: Intentional deception resulting in injury to another.
  • including: means includes or including by way of illustration and not by way of limitation. See
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: includes an individual, receiver, trustee, guardian, personal representative, fiduciary, representative of any kind, corporation, partnership, business trust, statutory trust, limited liability company, firm, association, or other nongovernmental entity. See
  • state: means :

    (1) a state, possession, territory, or commonwealth of the United States; or

    (2) the District of Columbia. See
(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 § 22-105(a) or (b) or § 22-111 of this subtitle or § 22-209(a) of this title and whether an attribution procedure is commercially reasonable or effective under § 22-108 of this subtitle or § 22-212 or § 22-213 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.