UCC 1-308 (Complete Overview: All You Need To Know)

What is UCC 1-308?

How is it legally important?

What are the important elements that you must know!

Keep reading as we have gathered exactly the information that you need!

Let’s dig into our Uniform Commercial Code!

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What is UCC 1-308

UCC 1-308 refers to Section 1-308 of the Uniform Commercial Code titled “Performance or Acceptance Under Reservation of Rights”.

UCC 1-308 states:

A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are sufficient.

In essence, a party to a contract may continue performing its obligations “under protest”, “without prejudice” or “under reserve”, in such a way that the party’s performance cannot affect potential legal recourse against the other party.

The Uniform Commercial Code 1 308 allows a person, entity or party to expressly deny any waiver of rights regarding a particular document or the performance of certain legal obligations.

Objective of UCC1 308

The objective of UCC 1 308 is to protect individuals and business entities from unwillingly giving up legal rights by performing certain obligations or duties or signing certain documents.

Generally, a party may have the interest to protect rights relating to debt or legal obligations.

In business, not all contracts are going to be written clearly.

The parties may not necessarily have a clear understanding of their duties and obligations in every situation and context.

In some instances, a party’s contractual interpretation may differ from another (perhaps both parties being in good faith) or even the matter may not have been addressed in the contract at all.

To allow the parties to continue with their contractual relationships but at the same time protect it from having to assume unwanted legal obligations, the U.C.C. 1308 mechanics can be quite useful.

The party executing the obligation or making a payment will perform or pay with all rights reserved or under protest.

The goal with UCC 1-308 is not to have parties to a contract fail to respect the terms of their contract or protect them against a breach of contract.

The objective here is to protect parties who are exposed to unexpected requirements or are asked to perform an obligation they did not expressly agree to.

Signing with all rights reserved

When signing a document, you can sign using the phrase ALL RIGHTS RESERVED or UCC 1308.

By doing that, you are expressing your intention to the party receiving the document that you are legally reserving your rights or recourses against them.

You can sign pretty much any document with a UCC 1 308 reservation of rights, such as:

  • Contracts
  • Acknowledgments 
  • Checks 
  • Loans
  • Receipts 

You can sign pretty much any document with the reservation of rights.

When you sign all rights reserved UCC 1 308, it’s as if you are saying “I am signing this document but I cannot be legally held accountable or responsible for something that I did not expressly and intentionally agree to”.

Example of UCC 1-308

Take, for example, a situation where a party enters into a contract to deliver goods.

The parties agree that the merchant will provide 50 units of the goods at $100 per, totalling $5,000.

However, during the performance of the contract, the merchant ends up shipping 50 units at a total cost of $150 per unit claiming that the prices have changed since the order was placed and the client is required to assume the additional costs.

Although the client does not agree with the merchant’s invoice of $7,500, to avoid getting into a legal dispute, it makes a payment “under protest” or “without prejudice”.

By paying the invoice under protest, the client expresses its intention to reserve all rights and recourses against the merchant invoice and claim for $7,500.

If they end up sorting out the issue, then the matter will be resolved.

If they do not end up sorting the issue, the merchant will not be able to argue that the client implicitly accepted the extra charges of $2,500 by paying the invoice.

Accord and satisfaction 

When the parties agree to change their contract terms by increasing or reducing a party’s obligations, the 1-308 rule will not apply.

In fact, Section 308 UCC states:

(b) Subsection (a) does not apply to an accord and satisfaction.

In other words, the UCC 1 308 without prejudice rule outlined in UCC 1-308(a) does not apply to instances when the parties have reached an agreement.


So what is the legal definition of without prejudice UCC 1 308?

What does UCC-1-308 mean?

Let’s look at a summary of our findings.

UCC 1-308:

  • UCC 1 308 refers to a section of the Uniform Commercial Code
  • It allows a party to expressly reserve their legal rights and recourses when performing certain obligations 
  • To expressly reserve rights, the following phrases can be used: without prejudice, under protest, all rights reserved, under UCC 1-308 or similar phrases 
Prima facie evidence 
Option to accelerate 
Contract law
Merchant law 
Rights reserved 
Without prejudice 
Under protest 
UCC 1-103
UCC 1-207
UCC 1-301