Also known as: unless context otherwise requires · context otherwise requires
Written by attorneys · grounded in primary & secondary sources — see below
A statutory qualifier providing that defined terms or rules apply except when surrounding language indicates a contrary intent. The phrase limits the force of a definition or applicability provision to situations where the broader statutory text does not demand a different reading.
Unity Capital sells manufacturing equipment bundled with a multi-year service contract to Ultra Precision. The buyer later claims breach of the service terms. Because the goods aspects predominate, the sales article governs the transaction to the extent provided in subsection (2) even though services form part of the deal.
TSC Industries issues a proxy statement that omits facts about a merger premium. Northway sues claiming the omission was material. Unless the context otherwise requires, the court applies the statutory definition of materiality to decide whether a reasonable shareholder would view the omitted fact as significantly altering the total mix of information available.
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Ulysses Maritime issues promissory notes to investors as part of a financing round. When the venture fails, investors sue under the securities laws. Unless the context otherwise requires, the court examines the economic realities of the notes rather than their label to decide whether they qualify as securities.
The qualifier prevents application when the surrounding statutory text shows that the legislature intended a narrower or different meaning for that particular provision.
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No. The same qualifier appears in the Securities Act and Exchange Act definitions, where courts must decide whether context overrides the statutory definition of terms such as security or sale.
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It directs courts to apply only the goods-related provisions when the sale-of-goods aspects do not predominate, leaving other aspects governed by non-UCC law.
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