Commercial Code
§§ 1101–17306 · 669 sections
DIVISION 1. GENERAL PROVISIONS §§ 1101–1310 · 23 sections
CHAPTER 1. Short Title, Construction, Application and Subject Matter of the Code §§ 1101–1108 · 7 sections
- § 1101 This code may be cited as the Uniform Commercial Code.
- § 1102 This division applies to a transaction to the extent that it is governed by another division of this code.
- § 1103 (a) This code shall be liberally construed and applied to promote its underlying purposes and policies, which are: (1) to simplify, clarify, and modernize the…
- § 1104 This code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent…
- § 1105 If any provision or clause of this code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or…
- § 1106 In this code, unless the statutory context otherwise requires: (1) words in the singular number include the plural, and those in the plural include the…
- § 1108 This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., except…
CHAPTER 2. General Definitions and Principles of Interpretation §§ 1201–1206 · 6 sections
- § 1201 (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other divisions of this code…
- § 1202 (a) Subject to subdivision (f), a person has “notice” of a fact if the person: (1) has actual knowledge of it; (2) has received a notice or notification of it;…
- § 1203 (a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b) A transaction in the form of…
- § 1204 Except as otherwise provided in Divisions 3, 4, 5, 6, and 12, a person gives value for rights if the person acquires them: (1) in return for a binding…
- § 1205 (a) Whether a time for taking an action required by this code is reasonable depends on the nature, purpose, and circumstances of the action. (b) An action is…
- § 1206 Whenever this code creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact…
CHAPTER 3. Territorial Applicability and General Rules §§ 1301–1310 · 10 sections
- § 1301 (a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties…
- § 1302 (a) Except as otherwise provided in subdivision (b) or elsewhere in this code, the effect of provisions of this code may be varied by agreement. (b) The…
- § 1303 (a) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: (1) the agreement of the parties with…
- § 1304 Every contract or duty within this code imposes an obligation of good faith in its performance and enforcement.
- § 1305 (a) The remedies provided by this code shall be liberally administered to the end that the aggrieved party may be put in as good a position as if the other…
- § 1306 A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed…
- § 1307 (1) A bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or…
- § 1308 (a) 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…
- § 1309 A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at…
- § 1310 An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to…
DIVISION 2. SALES §§ 2101–2801 · 102 sections
CHAPTER 1. Short Title, General Construction and Subject Matter §§ 2101–2107 · 7 sections
- § 2101 This division shall be known and may be cited as Uniform Commercial Code—Sales.
- § 2102 (a) Unless the context otherwise requires, and except as provided in subdivision (c), this division applies to transactions in goods and, in the case of a…
- § 2103 (1) In this division unless the context otherwise requires: (a) “Buyer” means a person who buys or contracts to buy goods. (b) [Reserved] (c) “Receipt of…
- § 2104 (1) “Merchant” means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the…
- § 2105 (1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the…
- § 2106 (1) In this division unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods.…
- § 2107 (1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the…
CHAPTER 2. Form, Formation and Readjustment of Contract §§ 2201–2210 · 8 sections
- § 2201 (1) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500) or more is not enforceable by…
- § 2202 Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final…
- § 2204 (1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of…
- § 2205 (a) An offer by a merchant to buy or sell goods in a signed record which by its terms gives assurance that it will be held open is not revocable, for lack of…
- § 2206 (1) Unless otherwise unambiguously indicated by the language or circumstances (a) An offer to make a contract shall be construed as inviting acceptance in any…
- § 2207 (1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though…
- § 2209 (1) An agreement modifying a contract within this division needs no consideration to be binding. (2) A signed agreement which excludes modification or…
- § 2210 (1) A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her…
CHAPTER 3. General Obligation and Construction of Contract §§ 2301–2328 · 26 sections
- § 2301 The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.
- § 2303 Where this division allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also…
- § 2304 (1) The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which he is to…
- § 2305 (1) The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the…
- § 2306 (1) A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in…
- § 2307 Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the…
- § 2308 Unless otherwise agreed (a) The place for delivery of goods is the seller’s place of business or if he has none his residence; but (b) In a contract for sale…
- § 2309 (1) The time for shipment or delivery or any other action under a contract if not provided in this division or agreed upon shall be a reasonable time. (2)…
- § 2310 Unless otherwise agreed: (a) Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of…
- § 2311 (1) An agreement for sale which is otherwise sufficiently definite (subdivision (3) of Section 2204) to be a contract is not made invalid by the fact that it…
- § 2312 (1) Subject to subdivision (2) there is in a contract for sale a warranty by the seller that (a) The title conveyed shall be good, and its transfer rightful;…
- § 2313 (1) Express warranties by the seller are created as follows: (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods…
- § 2314 (1) Unless excluded or modified (Section 2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a…
- § 2315 Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the…
- § 2316 (1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever…
- § 2317 Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the…
- § 2319 (1) Unless otherwise agreed the term F.O.B. (which means “free on board”) at a named place, even though used only in connection with the stated price, is a…
- § 2320 (1) The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F.…
- § 2321 Under a contract containing a term C.I.F. or C. & F. (1) Where the price is based on or is to be adjusted according to “net landed weights,” “delivered…
- § 2322 (1) Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a…
- § 2323 (1) Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a…
- § 2324 Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed, (a) The seller must properly ship conforming goods and if they arrive by…
- § 2325 (1) Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. (2) The delivery to seller of a proper letter…
- § 2326 (1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is (a) A “sale on…
- § 2327 (1) Under sale on approval unless otherwise agreed (a) Although the goods are identified to the contract the risk of loss and the title do not pass to the…
- § 2328 (1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (2) A sale by auction is complete when the auctioneer so…
CHAPTER 4. Title, Creditors and Good Faith Purchasers §§ 2401–2403 · 3 sections
- § 2401 Each provision of this division with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies…
- § 2402 (1) Except as provided in subdivisions (2) and (3), rights of unsecured creditors of the seller with respect to goods which have been identified to a contract…
- § 2403 (1) A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited interest acquires rights…
CHAPTER 5. Performance §§ 2501–2515 · 15 sections
- § 2501 (1) The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even…
- § 2502 (1) Subject to subdivisions (2) and (3), and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which he…
- § 2503 (1) Tender of delivery requires that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably…
- § 2504 Where the seller is required or authorized to send the goods to the buyer and the contract does not require him to deliver them at a particular destination,…
- § 2505 (1) Where the seller has identified goods to the contract by or before shipment: (a) His procurement of a negotiable bill of lading to his own order or…
- § 2506 (1) A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in…
- § 2507 (1) Tender of delivery is a condition to the buyer’s duty to accept the goods and, unless otherwise agreed, to his duty to pay for them. Tender entitles the…
- § 2508 (1) Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably…
- § 2509 (1) Where the contract requires or authorizes the seller to ship the goods by carrier (a) If it does not require him to deliver them at a particular…
- § 2510 (1) Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until…
- § 2511 (1) Unless otherwise agreed, tender of payment is a condition to the seller’s duty to tender and complete any delivery. (2) Tender of payment is sufficient…
- § 2512 (1) Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless (a) the…
- § 2513 (1) Unless otherwise agreed and subject to subdivision (3), where goods are tendered or delivered or identified to the contract for sale, the buyer has a right…
- § 2514 Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than three…
- § 2515 In furtherance of the adjustment of any claim or dispute (a) Either party on reasonable notification to the other and for the purpose of ascertaining the facts…
CHAPTER 6. Breach, Repudiation and Excuse §§ 2601–2616 · 16 sections
- § 2601 Subject to the provisions of this division on breach in installment contracts (Section 2612) and unless otherwise agreed under the sections on contractual…
- § 2602 (1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller. (2)…
- § 2603 (1) Subject to any security interest in the buyer (subdivision (3) of Section 2711), when the seller has no agent or place of business at the market of…
- § 2604 Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification…
- § 2605 (1) The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on…
- § 2606 (1) Acceptance of goods occurs when the buyer (a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or…
- § 2607 (1) The buyer must pay at the contract rate for any goods accepted. (2) Acceptance of goods by the buyer precludes rejection of the goods accepted and, if made…
- § 2608 (1) The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has accepted it (a) On the…
- § 2609 (1) A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable…
- § 2610 When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to…
- § 2611 (1) Until the repudiating party’s next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation canceled or…
- § 2612 (1) An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract…
- § 2613 Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before…
- § 2614 (1) Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or the…
- § 2615 Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance: (a) Delay in delivery or…
- § 2616 (1) Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section he may by written…
CHAPTER 7. Remedies §§ 2701–2725 · 25 sections
- § 2701 Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this division.
- § 2702 (1) Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered under the…
- § 2703 Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or…
- § 2704 (1) An aggrieved seller under the preceding section may (a) Identify to the contract conforming goods not already identified if at the time he learned of the…
- § 2705 (1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be insolvent (Section 2702) and may…
- § 2706 (1) Under the conditions stated in Section 2703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the…
- § 2707 (1) A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his…
- § 2708 (1) Subject to subdivision (2) and to the provisions of this division with respect to proof of market price (Section 2723), the measure of damages for…
- § 2709 (1) When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price (a)…
- § 2710 Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the…
- § 2711 (1) Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods…
- § 2712 (1) After a breach within the preceding section the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or…
- § 2713 (1) Subject to the provisions of this division with respect to proof of market price (Section 2723), the measure of damages for nondelivery or repudiation by…
- § 2714 (1) Where the buyer has accepted goods and given notification (subdivision (3) of Section 2607) he or she may recover, as damages for any nonconformity of…
- § 2715 (1) Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of…
- § 2716 (1) Specific performance may be decreed where the goods are unique or in other proper circumstances. (2) The decree for specific performance may include such…
- § 2717 The buyer on notifying the seller of his intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part…
- § 2718 (1) Damages for breach by either party may be liquidated in the agreement subject to and in compliance with Section 1671 of the Civil Code. If the agreement…
- § 2719 (1) Subject to the provisions of subdivisions (2) and (3) of this section and of the preceding section on liquidation and limitation of damages, (a) The…
- § 2720 Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a…
- § 2721 Remedies for material misrepresentation or fraud include all remedies available under this division for nonfraudulent breach. Neither rescission or a claim for…
- § 2722 Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract (a) A right…
- § 2723 (1) If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based…
- § 2724 Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications…
- § 2725 (1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the…
CHAPTER 8. Retail Sales §§ 2800–2801 · 2 sections
DIVISION 3. NEGOTIABLE INSTRUMENTS §§ 3101–3605 · 68 sections
CHAPTER 1. General Provisions and Definitions §§ 3101–3119 · 19 sections
- § 3101 This division may be cited as Uniform Commercial Code—Negotiable Instruments.
- § 3102 (a) This division applies to negotiable instruments. It does not apply to money, to payment orders governed by Division 11 (commencing with Section 11101), or…
- § 3103 (a) In this division: (1) “Acceptor” means a drawee who has accepted a draft. (2) “Drawee” means a person ordered in a draft to make payment. (3) “Drawer”…
- § 3104 (a) Except as provided in subdivisions (c) and (d), “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or…
- § 3105 (a) “Issue” means: (1) the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the…
- § 3106 (a) Except as provided in this section, for the purposes of subdivision (a) of Section 3104, a promise or order is unconditional unless it states (1) an…
- § 3107 Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent…
- § 3108 (a) A promise or order is “payable on demand” if it (1) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will…
- § 3109 (a) A promise or order is payable to bearer if it is any of the following: (1) States that it is payable to bearer or to the order of bearer or otherwise…
- § 3110 (a) The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or…
- § 3111 Except as otherwise provided for items in Division 4 (commencing with Section 4101), an instrument is payable at the place of payment stated in the instrument.…
- § 3112 (a) Unless otherwise provided in the instrument, (1) an instrument is not payable with interest, and (2) interest on an interest-bearing instrument is payable…
- § 3113 (a) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date.…
- § 3114 If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over…
- § 3115 (a) ‛Incomplete instrument‛ means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is…
- § 3116 (a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers…
- § 3117 Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the…
- § 3118 (a) Except as provided in subdivision (e), an action to enforce the obligation of a party to pay a note payable at a definite time shall be commenced within…
- § 3119 In an action for breach of an obligation for which a third person is answerable over pursuant to this division or Division 4 (commencing with Section 4101),…
CHAPTER 2. Negotiation, Transfer, and Indorsement §§ 3201–3207 · 7 sections
- § 3201 (a) “Negotiation” means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby…
- § 3202 (a) Negotiation is effective even if obtained (1) from an infant, a corporation exceeding its powers, or a person without capacity, (2) by fraud, duress, or…
- § 3203 (a) An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to…
- § 3204 (a) “Indorsement” means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made on an…
- § 3205 (a) If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a…
- § 3206 (a) An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to…
- § 3207 Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may…
CHAPTER 3. Enforcement of Instruments §§ 3301–3312 · 12 sections
- § 3301 “Person entitled to enforce” an instrument means (a) the holder of the instrument, (b) a nonholder in possession of the instrument who has the rights of a…
- § 3302 (a) Subject to subdivision (c) and subdivision (d) of Section 3106, “holder in due course” means the holder of an instrument if both of the following apply:…
- § 3303 (a) An instrument is issued or transferred for value if any of the following apply: (1) The instrument is issued or transferred for a promise of performance,…
- § 3304 (a) An instrument payable on demand becomes overdue at the earliest of the following times: (1) On the day after the day demand for payment is duly made. (2)…
- § 3305 (a) Except as stated in subdivision (b), the right to enforce the obligation of a party to pay an instrument is subject to all of the following: (1) A defense…
- § 3306 A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the…
- § 3307 (a) In this section: (1) “Fiduciary” means an agent, trustee, partner, corporate officer or director, limited liability company manager, or other…
- § 3308 (a) In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically…
- § 3309 (a) A person not in possession of an instrument is entitled to enforce the instrument if (1) the person was in possession of the instrument and entitled to…
- § 3310 (a) Unless otherwise agreed, if a certified check, cashier’s check, or teller’s check is taken for an obligation, the obligation is discharged to the same…
- § 3311 (a) If a person against whom a claim is asserted proves that (1) that person in good faith tendered an instrument to the claimant as full satisfaction of the…
- § 3312 (a) In this section: (1) “Check” means a cashier’s check, teller’s check, or certified check. (2) “Claimant” means a person who claims the right to receive the…
CHAPTER 4. Liability of Parties §§ 3401–3420 · 20 sections
- § 3401 A person is not liable on an instrument unless (a) the person signed the instrument, or (b) the person is represented by an agent or representative who signed…
- § 3402 (a) If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the…
- § 3403 (a) Unless otherwise provided in this division or Division 4 (commencing with Section 4101), an unauthorized signature is ineffective except as the signature…
- § 3404 (a) If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in…
- § 3405 (a) In this section: (1) “Employee” includes an independent contractor and employee of an independent contractor retained by the employer. (2) “Fraudulent…
- § 3406 (a) A person whose failure to exercise ordinary care contributes to an alteration of an instrument or to the making of a forged signature on an instrument is…
- § 3407 (a) “Alteration” means (1) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party, or (2) an unauthorized…
- § 3408 A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable…
- § 3409 (a) “Acceptance” means the drawee’s signed agreement to pay a draft as presented. It shall be written on the draft and may consist of the drawee’s signature…
- § 3410 (a) If the terms of a drawee’s acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as…
- § 3411 (a) In this section, “obligated bank” means the acceptor of a certified check or the issuer of a cashier’s check or teller’s check bought from the issuer. (b)…
- § 3412 The issuer of a note or cashier’s check or other draft drawn on the drawer is obliged to pay the instrument (a) according to its terms at the time it was…
- § 3413 (a) The acceptor of a draft is obliged to pay the draft (1) according to its terms at the time it was accepted, even though the acceptance states that the…
- § 3414 (a) This section does not apply to cashier’s checks or other drafts drawn on the drawer. (b) If an unaccepted draft is dishonored, the drawer is obliged to pay…
- § 3415 (a) Subject to subdivisions (b), (c), and (d) and to subdivision (d) of Section 3419, if an instrument is dishonored, an indorser is obliged to pay the amount…
- § 3416 (a) A person who transfers an instrument for consideration warrants all of the following to the transferee and, if the transfer is by indorsement, to any…
- § 3417 (a) If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, (i) the person obtaining payment or…
- § 3418 (a) Except as provided in subdivision (c), if the drawee of a draft pays or accepts the draft and the drawee acted on the mistaken belief that (1) payment of…
- § 3419 (a) If an instrument is issued for value given for the benefit of a party to the instrument (“accommodated party”) and another party to the instrument…
- § 3420 (a) The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other than a…
CHAPTER 5. Dishonor §§ 3501–3505 · 5 sections
- § 3501 (a) “Presentment” means a demand made by or on behalf of a person entitled to enforce an instrument (1) to pay the instrument made to the drawee or a party…
- § 3502 (a) Dishonor of a note is governed by the following rules: (1) If the note is payable on demand, the note is dishonored if presentment is duly made to the…
- § 3503 (a) The obligation of an indorser stated in subdivision (a) of Section 3415 and the obligation of a drawer stated in subdivision (d) of Section 3414 may not be…
- § 3504 (a) Presentment for payment or acceptance of an instrument is excused if (1) the person entitled to present the instrument cannot with reasonable diligence…
- § 3505 (a) The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated: (1) A document regular in form as…
CHAPTER 6. Discharge and Payment §§ 3601–3605 · 5 sections
- § 3601 (a) The obligation of a party to pay the instrument is discharged as stated in this division or by an act or agreement with the party which would discharge an…
- § 3602 (a) Subject to subdivision (b), an instrument is paid to the extent payment is made (1) by or on behalf of a party obliged to pay the instrument, and (2) to a…
- § 3603 (a) If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of tender is governed by…
- § 3604 (a) A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument (1) by an…
- § 3605 (a) In this section, the term “indorser” includes a drawer having the obligation described in subdivision (d) of Section 3414. (b) Discharge, under Section…
DIVISION 4. BANK DEPOSITS AND COLLECTIONS §§ 4101–4504 · 41 sections
CHAPTER 1. General Provisions and Definitions §§ 4101–4111 · 11 sections
- § 4101 This division may be cited as Uniform Commercial Code—Bank Deposits and Collections.
- § 4102 (a) To the extent that items within this division are also within Divisions 3 (commencing with Section 3101) and 8 (commencing with Section 8101), they are…
- § 4103 (a) The effect of the provisions of this division may be varied by agreement, but the parties to the agreement cannot disclaim a bank’s responsibility for its…
- § 4104 (a) In this division unless the context otherwise requires: (1) “Account” means any deposit or credit account with a bank, including a demand, time, savings,…
- § 4105 In this division: (1) “Bank” means a person engaged in the business of banking, including a savings bank, savings and loan association, credit union, or trust…
- § 4106 (a) If an item states that it is “payable through” a bank identified in the item, (1) the item designates the bank as a collecting bank and does not by itself…
- § 4107 A branch or separate office of a bank is a separate bank for the purpose of computing the time within which and determining the place at or to which action may…
- § 4108 (a) For the purpose of allowing time to process items, prove balances, and make the necessary entries on its books to determine its position for the day, a…
- § 4109 (a) Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specific item drawn on a payor other than a bank, and with or…
- § 4110 (a) “Agreement for electronic presentment” means an agreement, clearing house rule, or Federal Reserve regulation or operating circular, providing that…
- § 4111 An action to enforce an obligation, duty, or right arising under this division shall be commenced within three years after the cause of action accrues.
CHAPTER 2. Collection of Items: Depositary and Collecting Banks §§ 4201–4216 · 16 sections
- § 4201 (a) Unless a contrary intent clearly appears and before the time that a settlement given by a collecting bank for an item is or becomes final, the bank, with…
- § 4202 (a) A collecting bank shall exercise ordinary care in all of the following: (1) Presenting an item or sending it for presentment. (2) Sending notice of…
- § 4203 Subject to Division 3 (commencing with Section 3101) concerning conversion of instruments (Section 3420) and restrictive indorsements (Section 3206), only a…
- § 4204 (a) A collecting bank shall send items by reasonably prompt method, taking into consideration relevant instructions, the nature of the item, the number of…
- § 4205 If a customer delivers an item to a depositary bank for collection both of the following apply: (a) The depositary bank becomes a holder of the item at the…
- § 4206 Any agreed method that identifies the transferor bank is sufficient for the item’s further transfer to another bank.
- § 4207 (a) A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent…
- § 4208 (a) If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, (i) the person obtaining payment or…
- § 4209 (a) A person who encodes information on or with respect to an item after issue warrants to any subsequent collecting bank and to the payor bank or other payor…
- § 4210 (a) A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either: (1) In case of an item deposited in an…
- § 4211 For purposes of determining its status as a holder in due course, a bank has given value to the extent it has a security interest in an item, if the bank…
- § 4212 (a) Unless otherwise instructed, a collecting bank may present an item not payable by, through, or at a bank by sending to the party to accept or pay a written…
- § 4213 (a) With respect to settlement by a bank, the medium and time of settlement may be prescribed by Federal Reserve regulations or circulars, clearing house…
- § 4214 (a) If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments by a bank, or…
- § 4215 (a) An item is finally paid by a payor bank when the bank has first done any of the following: (1) Paid the item in cash. (2) Settled for the item without…
- § 4216 (a) If an item is in or comes into the possession of a payor or collecting bank that suspends payment and the item has not been finally paid, the item shall be…
CHAPTER 3. Collection of Items: Payor Banks §§ 4301–4303 · 3 sections
- § 4301 (a) If a payor bank settles for a demand item other than a documentary draft presented otherwise than for immediate payment over the counter before midnight of…
- § 4302 (a) If an item is presented to and received by a payor bank, the bank is accountable for the amount of either: (1) A demand item, other than a documentary…
- § 4303 (a) Any knowledge, notice, or stop-payment order received by, legal process served upon, or setoff exercised by a payor bank comes too late to terminate,…
CHAPTER 4. Relationship Between Payor Bank and Its Customer §§ 4401–4407 · 7 sections
- § 4401 (a) A bank may charge against the account of a customer an item that is properly payable from that account even though the charge creates an overdraft. An item…
- § 4402 (a) Except as otherwise provided in this division, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable, but a bank may…
- § 4403 (a) A customer or any person authorized to draw on the account if there is more than one person may stop payment of any item drawn on the customer’s account or…
- § 4404 A bank is under no obligation to a customer having a checking account to pay a check, other than a certified check, which is presented more than six months…
- § 4405 (a) A payor or collecting bank’s authority to accept, pay, or collect an item or to account for proceeds of its collection, if otherwise effective, is not…
- § 4406 (a) A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either return or make available to…
- § 4407 If a payor bank has paid an item over the order of the drawer or maker to stop payment, or after an account has been closed, or otherwise under circumstances…
CHAPTER 5. Collection of Documentary Drafts §§ 4501–4504 · 4 sections
- § 4501 A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment and, upon learning that the…
- § 4502 If a draft or the relevant instructions require presentment “on arrival,” “when goods arrive” or the like, the collecting bank need not present until in its…
- § 4503 Unless otherwise instructed and except as provided in Division 5 (commencing with Section 5101), a bank presenting a documentary draft: (a) Shall deliver the…
- § 4504 (a) A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable…
DIVISION 5. LETTERS OF CREDIT §§ 5101–5118 · 18 sections
- § 5101 This division may be cited as Uniform Commercial Code—Letters of Credit.
- § 5102 (a) In this division: (1) “Adviser” means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to…
- § 5103 (a) This division applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. (b) The statement…
- § 5104 A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a signed record.
- § 5105 Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation.
- § 5106 (a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the…
- § 5107 (a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer…
- § 5108 (a) Except as otherwise provided in Section 5109, an issuer shall honor a presentation that, as determined by the standard practice referred to in subdivision…
- § 5109 (a) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is…
- § 5110 (a) If its presentation is honored, the beneficiary warrants: (1) to the issuer, any other person to whom presentation is made, and the applicant that there is…
- § 5111 (a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or…
- § 5112 (a) Except as otherwise provided in Section 5113, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise…
- § 5113 (a) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the…
- § 5114 (a) In this section, “proceeds of a letter of credit” means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of…
- § 5115 An action to enforce a right or obligation arising under this article must be commenced within one year after the expiration date of the relevant letter of…
- § 5116 (a) The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the…
- § 5117 (a) An issuer that honors a beneficiary’s presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary…
- § 5118 (a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person…
DIVISION 6. BULK SALES §§ 6101–6111 · 11 sections
- § 6101 This division shall be known and may be cited as Uniform Commercial Code—Bulk Sales.
- § 6102 (a) In this division, unless the context otherwise requires: (1) “Assets” means the inventory and equipment that is the subject of a bulk sale and any tangible…
- § 6103 (a) Except as otherwise provided in subdivision (c), this division applies to a bulk sale if both of the following are satisfied: (1) The seller’s principal…
- § 6104 In a bulk sale as defined in subparagraph (ii) of paragraph (3) of subdivision (a) of Section 6102 the buyer shall do each of the following: (a) Obtain from…
- § 6105 (a) A notice that is governed by this section shall comply with each of the following: (1) State that a bulk sale is about to be made. (2) State the name and…
- § 6106.2 (a) This section applies only to a bulk sale where the consideration is two million dollars ($2,000,000) or less and is substantially all cash or an obligation…
- § 6106.4 In any case where the notice of a bulk sale subject to Section 6106.2 states that claims may be filed with an escrow agent, the intended buyer shall deposit…
- § 6107 (a) Except as provided in subdivision (c), and subject to the limitation in subdivision (d), a buyer who fails to comply with the requirements of Section 6104…
- § 6108 (a) Sections 6104, 6105, and 6107 apply to a bulk sale by auction and a bulk sale conducted by a liquidator on the seller’s behalf with the following…
- § 6110 (a) Except as provided in subdivision (b), an action under this division against a buyer, auctioneer, or liquidator shall be commenced within one year after…
- § 6111 (a) Except to the extent provided in subdivision (b), this division shall apply to a bulk sale if the date of the bulk sale is on or after January 1, 1991. (b)…
DIVISION 7. DOCUMENTS OF TITLE §§ 7101–7603 · 41 sections
CHAPTER 1. General §§ 7101–7106 · 6 sections
- § 7101 This division may be cited as the Uniform Commercial Code—Documents of Title.
- § 7102 (a) In this division, unless the context otherwise requires: (1) “Bailee” means a person that by a warehouse receipt, bill of lading, or other document of…
- § 7103 (a) This division is subject to any treaty or statute of the United States or regulatory statute of this state to the extent the treaty, statute, or regulatory…
- § 7104 (a) Except as otherwise provided in subdivision (c), a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order…
- § 7105 (a) Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a…
- § 7106 (a) A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably…
CHAPTER 2. Warehouse Receipts: Special Provisions §§ 7201–7210 · 10 sections
- § 7201 (a) A warehouse receipt may be issued by any warehouse. (b) If goods, including distilled spirits and agricultural commodities, are stored under a statute…
- § 7202 (a) A warehouse receipt need not be in any particular form. (b) Unless a warehouse receipt provides for each of the following, the warehouse is liable for…
- § 7203 A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the…
- § 7204 (a) A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods that a reasonably…
- § 7205 A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes…
- § 7206 (a) A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require…
- § 7207 (a) Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times…
- § 7208 If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good-faith purchaser for value and without notice of the lack of…
- § 7209 (a) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for…
- § 7210 (a) Except as otherwise provided in subdivision (b), a warehouse’s lien may be enforced by public or private sale of the goods, in bulk or in packages, at any…
CHAPTER 3. Bills of Lading: Special Provisions §§ 7301–7309 · 9 sections
- § 7301 (a) A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a negotiable bill has been duly negotiated, relying…
- § 7302 (a) The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a…
- § 7303 (a) Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may…
- § 7304 (a) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused…
- § 7305 (a) Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may procure the bill to be…
- § 7306 An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.
- § 7307 (a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier’s…
- § 7308 (a) A carrier’s lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are…
- § 7309 (a) A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably…
CHAPTER 4. Warehouse Receipts and Bills of Lading: General Obligations §§ 7401–7404 · 4 sections
- § 7401 The obligations imposed by this division on an issuer apply to a document of title even if: (1) the document does not comply with the requirements of this…
- § 7402 A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any…
- § 7403 (a) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subdivisions (b) and (c), unless and to the…
- § 7404 A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to…
CHAPTER 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer §§ 7501–7509 · 9 sections
- § 7501 (a) The following rules apply to a negotiable tangible document of title: (1) If the document’s original terms run to the order of a named person, the document…
- § 7502 (a) Subject to Sections 7205 and 7503, a holder to which a negotiable document of title has been duly negotiated acquires thereby: (1) title to the document;…
- § 7503 (a) A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest…
- § 7504 (a) A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the…
- § 7505 The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous endorsers.
- § 7506 The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the…
- § 7507 If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under Section 7508, unless otherwise agreed, the…
- § 7508 A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against…
- § 7509 Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is…
CHAPTER 6. Warehouse Receipts and Bills Of Lading: Miscellaneous Provisions §§ 7601–7603 · 3 sections
- § 7601 (a) If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may…
- § 7602 Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by…
- § 7603 If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the…
DIVISION 8. INVESTMENT SECURITIES §§ 8101–8603 · 53 sections
CHAPTER 1. Short Title and General Matters §§ 8101–8116 · 16 sections
- § 8101 This division may be cited as Uniform Commercial Code—Investment Securities.
- § 8102 (a) In this division: (1) “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights…
- § 8103 (a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (b) An “investment…
- § 8104 (a) A person acquires a security or an interest therein, under this division, if either of the following applies: (1) The person is a purchaser to whom a…
- § 8105 (a) A person has notice of an adverse claim if any of the following applies: (1) The person knows of the adverse claim. (2) The person is aware of facts…
- § 8106 (a) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has…
- § 8107 (a) “Appropriate person” means any of the following: (1) With respect to an endorsement, the person specified by a security certificate or by an effective…
- § 8108 (a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement,…
- § 8109 (a) A person who originates an entitlement order to a securities intermediary warrants all of the following to the securities intermediary: (1) The entitlement…
- § 8110 (a) The local law of the issuer’s jurisdiction, as specified in subdivision (d), governs the following: (1) The validity of a security. (2) The rights and…
- § 8111 A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is…
- § 8112 (a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making…
- § 8113 A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated…
- § 8114 The following rules apply in an action on a certificated security against the issuer: (a) Unless specifically denied in the pleadings, each signature on a…
- § 8115 A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has…
- § 8116 A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a…
CHAPTER 2. Issue and Issuer §§ 8201–8210 · 10 sections
- § 8201 (a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that does any of the following: (1) Places or authorizes the…
- § 8202 (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of…
- § 8203 After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a…
- § 8204 A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction…
- § 8205 An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a…
- § 8206 (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect, the following apply: (1) Any…
- § 8207 (a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer…
- § 8208 (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants all of the following to a purchaser for…
- § 8209 A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on…
- § 8210 (a) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur…
CHAPTER 3. Transfer of Certificated and Uncertificated Securities §§ 8301–8307 · 7 sections
- § 8301 (a) Delivery of a certificated security to a purchaser occurs when any of the following occur: (1) The purchaser acquires possession of the security…
- § 8302 (a) Except as otherwise provided in subdivisions (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that…
- § 8303 (a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who does all of the following: (1) Gives…
- § 8304 (a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is…
- § 8305 (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the…
- § 8306 (a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing all of the following were true: (1) The…
- § 8307 Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite…
CHAPTER 4. Registration §§ 8401–8407 · 7 sections
- § 8401 (a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer…
- § 8402 (a) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized: (1) In all cases, a guaranty…
- § 8403 (a) A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by…
- § 8404 (a) Except as otherwise provided in Section 8406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a…
- § 8405 (a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken,…
- § 8406 If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable…
- § 8407 A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the…
CHAPTER 5. Security Entitlements §§ 8501–8511 · 11 sections
- § 8501 (a) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining…
- § 8502 An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not…
- § 8503 (a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in…
- § 8504 (a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security…
- § 8505 (a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary…
- § 8506 A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary…
- § 8507 (a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities…
- § 8508 A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which…
- § 8509 (a) If the substance of a duty imposed upon a securities intermediary by Sections 8504 to 8508, inclusive, is the subject of a federal statute, regulation, or…
- § 8510 (a) In a case not covered by the priority rules in Division 9 (commencing with Section 9101) or the rules stated in subdivision (c), an action based on an…
- § 8511 (a) Except as otherwise provided in subdivisions (b) and (c), if a securities intermediary does not have sufficient interests in a particular financial asset…
CHAPTER 6. Transition Provisions §§ 8601–8603 · 2 sections
DIVISION 9. SECURED TRANSACTIONS §§ 9101–9907 · 161 sections
CHAPTER 1. General Provisions §§ 9101–9110 · 13 sections
- § 9101 This division may be cited as the Uniform Commercial Code-Secured Transactions.
- § 9102 (a) In this division: (1) “Accession” means goods that are physically united with other goods in such a manner that the identity of the original goods is not…
- § 9103 (a) In this section: (1) “Purchase money collateral” means goods or software that secures a purchase money obligation incurred with respect to that collateral.…
- § 9104 (a) A secured party has control of a deposit account if any of the following conditions is satisfied: (1) The secured party is the bank with which the deposit…
- § 9105 (a) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of…
- § 9105.1 (a) A person has control of electronic money if each of the following conditions is satisfied: (1) The electronic money, a record attached to or logically…
- § 9106 (a) A person has control of a certificated security, uncertificated security, or security entitlement as provided in Section 8106. (b) A secured party has…
- § 9107 A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the…
- § 9107.1 (a) A secured party has control of a controllable electronic record as provided in Section 12105. (b) A secured party has control of a controllable account or…
- § 9107.2 (a) A person that has control under Section 9104, 9105, or 9105.1 is not required to acknowledge that it has control on behalf of another person. (b) If a…
- § 9108 (a) Except as otherwise provided in subdivisions (c), (d), and (e), a description of personal or real property is sufficient, whether or not it is specific, if…
- § 9109 (a) Except as otherwise provided in subdivisions (c) and (d), this division applies to each of the following: (1) A transaction, regardless of its form, that…
- § 9110 A security interest arising under Section 2401 or 2505, or under subdivision (3) of Section 2711, or subdivision (e) of Section 10508 is subject to this…
CHAPTER 2. Effectiveness of Security Agreement: Attachment of Security Interest: Rights of Parties to Security Agreement §§ 9201–9210 · 10 sections
- § 9201 (a) Except as otherwise provided in this code, a security agreement is effective according to its terms between the parties, against purchasers of the…
- § 9202 Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this…
- § 9203 (a) A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly…
- § 9204 (a) Except as otherwise provided in subdivision (b), a security agreement may create or provide for a security interest in after-acquired collateral. (b)…
- § 9205 (a) A security interest is not invalid or fraudulent against creditors solely because either of the following applies: (1) The debtor has the right or ability…
- § 9206 (a) A security interest in favor of a securities intermediary attaches to a person’s security entitlement if both of the following conditions are satisfied:…
- § 9207 (a) Except as otherwise provided in subdivision (d), a secured party shall use reasonable care in the custody and preservation of collateral in the secured…
- § 9208 (a) This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur…
- § 9209 (a) Except as otherwise provided in subdivision (c), this section applies if both of the following conditions are satisfied: (1) There is no outstanding…
- § 9210 (a) In this section: (1) “Request” means a record of a type described in paragraph (2), (3), or (4). (2) “Request for an accounting” means a record signed by a…
CHAPTER 3. Perfection and Priority §§ 9301–9342 · 47 sections
- § 9301 Except as otherwise provided in Sections 9303 to 9306.2, inclusive, the following rules determine the law governing perfection, the effect of perfection or…
- § 9302 While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the…
- § 9303 (a) This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of…
- § 9304 (a) The local law of a bank’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit…
- § 9305 (a) Except as otherwise provided in subdivision (c), the following rules apply: (1) While a security certificate is located in a jurisdiction, the local law of…
- § 9306 (a) Subject to subdivision (c), the local law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs perfection, the effect of perfection or…
- § 9306.1 (a) Except as provided in subdivision (d), if chattel paper is evidenced only by an authoritative electronic copy of the chattel paper or is evidenced by an…
- § 9306.2 (a) Except as provided in subdivision (b), the local law of the controllable electronic record’s jurisdiction specified in subdivisions (c) and (d) of Section…
- § 9307 (a) In this section, “place of business” means a place where a debtor conducts its affairs. (b) Except as otherwise provided in this section, the following…
- § 9308 (a) Except as otherwise provided in this section and in Section 9309, a security interest is perfected if it has attached and all of the applicable…
- § 9309 The following security interests are perfected when they attach: (1) A purchase money security interest in consumer goods, except as otherwise provided in…
- § 9310 (a) Except as otherwise provided in subdivision (b) and in subdivision (b) of Section 9312, a financing statement must be filed to perfect all security…
- § 9311 (a) Except as otherwise provided in subdivision (d), the filing of a financing statement is not necessary or effective to perfect a security interest in…
- § 9312 (a) A security interest in chattel paper, controllable accounts, controllable electronic records, controllable payment intangibles, instruments, investment…
- § 9313 (a) Except as otherwise provided in subdivision (b), a secured party may perfect a security interest in goods, instruments, negotiable tangible documents, or…
- § 9314 (a) A security interest in controllable accounts, controllable electronic records, controllable payment intangibles, deposit accounts, electronic documents,…
- § 9314.1 (a) A secured party may perfect a security interest in chattel paper by taking possession of each authoritative tangible copy of the record evidencing the…
- § 9315 (a) Except as otherwise provided in this division and in subdivision (2) of Section 2403, both of the following apply: (1) A security interest or agricultural…
- § 9316 (a) A security interest perfected pursuant to the law of the jurisdiction designated in subdivision (1) of Section 9301, subdivision (c) of Section 9305,…
- § 9317 (a) A security interest or agricultural lien is subordinate to the rights of both of the following: (1) A person entitled to priority under Section 9322. (2)…
- § 9318 (a) A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral…
- § 9319 (a) Except as otherwise provided in subdivision (b), for purposes of determining the rights of creditors of, and purchasers for value of goods from, a…
- § 9320 (a) Except as otherwise provided in subdivision (e), a buyer in ordinary course of business takes free of a security interest created by the buyer’s seller,…
- § 9321 (a) In this section, “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge…
- § 9321.1 A licensee of nonexclusive rights in a motion picture that is produced pursuant to one or more collective bargaining agreements governed by the laws of the…
- § 9322 (a) Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined…
- § 9323 (a) Except as otherwise provided in subdivision (c), for purposes of determining the priority of a perfected security interest under paragraph (1) of…
- § 9324 (a) Except as otherwise provided in subdivision (g), a perfected purchase money security interest in goods other than inventory or livestock has priority over…
- § 9325 (a) Except as otherwise provided in subdivision (b), a security interest created by a debtor is subordinate to a security interest in the same collateral…
- § 9326 (a) Subject to subdivision (b), a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is…
- § 9326.1 A security interest in a controllable account, controllable electronic record, or controllable payment intangible held by a secured party having control of the…
- § 9327 The following rules govern priority among conflicting security interests in the same deposit account: (1) A security interest held by a secured party having…
- § 9328 The following rules govern priority among conflicting security interests in the same investment property: (1) A security interest held by a secured party…
- § 9329 The following rules govern priority among conflicting security interests in the same letter-of-credit right: (1) A security interest held by a secured party…
- § 9330 (a) A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a…
- § 9331 (a) This division does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been…
- § 9332 (a) A transferee of tangible money takes the money free of a security interest if the transferee receives possession of the money without acting in collusion…
- § 9333 (a) In this section, “possessory lien” means an interest, other than a security interest or an agricultural lien which satisfies all of the following…
- § 9334 (a) A security interest under this division may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does…
- § 9335 (a) A security interest may be created in an accession and continues in collateral that becomes an accession. (b) If a security interest is perfected when the…
- § 9336 (a) In this section, “commingled goods” means goods that are physically united with other goods in such a manner that their identity is lost in a product or…
- § 9337 If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of title that does not…
- § 9338 If a security interest or agricultural lien is perfected by a filed financing statement providing information described in paragraph (5) of subdivision (b) of…
- § 9339 This division does not preclude subordination by agreement by a person entitled to priority.
- § 9340 (a) Except as otherwise provided in subdivision (c), a bank with which a deposit account is maintained may exercise any right of recoupment or setoff against a…
- § 9341 Except as otherwise provided in subdivision (c) of Section 9340, and unless the bank otherwise agrees in a signed record, a bank’s rights and duties with…
- § 9342 This division does not require a bank to enter into an agreement of the kind described in paragraph (2) of subdivision (a) of Section 9104, even if its…
CHAPTER 4. Rights of Third Parties §§ 9401–9409 · 9 sections
- § 9401 (a) Except as otherwise provided in subdivision (b) and in Sections 9406, 9407, 9408, and 9409, whether a debtor’s rights in collateral may be voluntarily or…
- § 9402 The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not subject a…
- § 9403 (a) In this section, “value” has the meaning provided in subdivision (a) of Section 3303. (b) Except as otherwise provided in this section, an agreement…
- § 9404 (a) Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subdivisions (b) to (e), inclusive, the rights…
- § 9405 (a) A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding…
- § 9406 (a) Subject to subdivisions (b) to (i), inclusive, and (l), an account debtor on an account, chattel paper, or a payment intangible may discharge its…
- § 9407 (a) Except as otherwise provided in subdivision (b), a term in a lease agreement is ineffective to the extent that it does either of the following: (1)…
- § 9408 (a) Except as otherwise provided in subdivisions (b) and (f), a term in a promissory note or in an agreement between an account debtor and a debtor that…
- § 9409 (a) A term in a letter of credit or a rule of law, statute, regulation, custom, or practice applicable to the letter of credit which prohibits, restricts, or…
CHAPTER 5. Filing §§ 9501–9528 · 28 sections
- § 9501 (a) Except as otherwise provided in subdivision (b), if the local law of this state governs perfection of a security interest or agricultural lien, the office…
- § 9502 (a) Subject to subdivision (b), a financing statement is sufficient only if it satisfies all of the following conditions: (1) It provides the name of the…
- § 9503 (a) A financing statement sufficiently provides the name of the debtor only if it does so in accordance with the following rules: (1) Except as otherwise…
- § 9504 A financing statement sufficiently indicates the collateral that it covers if the financing statement provides either of the following: (1) A description of…
- § 9505 (a) A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement, or may…
- § 9506 (a) A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or…
- § 9507 (a) A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed, or otherwise disposed of and in which a…
- § 9508 (a) Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in…
- § 9509 (a) A person may file an initial financing statement, an amendment that adds collateral covered by a financing statement, or an amendment that adds a debtor to…
- § 9510 (a) A filed record is effective only to the extent that it was filed by a person that may file it under Section 9509. (b) A record authorized by one secured…
- § 9511 (a) A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of…
- § 9512 (a) Subject to Section 9509, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subdivision (e),…
- § 9513 (a) A secured party shall cause the secured party of record for a financing statement to file a termination statement for the financing statement if the…
- § 9514 (a) Except as otherwise provided in subdivision (c), an initial financing statement may reflect an assignment of all of the secured party’s power to authorize…
- § 9515 (a) Except as otherwise provided in subdivisions (b), (e), (f), and (g), a filed financing statement is effective for a period of five years after the date of…
- § 9516 (a) Except as otherwise provided in subdivision (b), communication of a record to a filing office and tender of the filing fee or acceptance of the record by…
- § 9517 The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record.
- § 9518 (a) A person may file in the filing office an information statement with respect to a record indexed there under the person’s name if the person believes that…
- § 9519 (a) For each record filed in a filing office, the filing office shall do all of the following: (1) Assign a unique number to the filed record. (2) Create a…
- § 9520 (a) A filing office shall refuse to accept a record for filing for a reason set forth in subdivision (b) of Section 9516 and may refuse to accept a record for…
- § 9521 (a) A filing office that accepts written records may not refuse to accept a written initial financing statement in the following form and format except for a…
- § 9522 (a) The filing office shall maintain a record of the information provided in a filed financing statement for at least one year after the effectiveness of the…
- § 9523 (a) If a person that files a written record requests an acknowledgment of the filing, the filing office shall send to the person an image of the record showing…
- § 9524 Delay by the filing office beyond a time limit prescribed by this chapter is excused if both of the following conditions are satisfied: (1) The delay is caused…
- § 9525 (a) Except as otherwise provided in subdivision (d), the fee for filing and indexing a record under this chapter is set forth in subdivisions (a), (b), and (c)…
- § 9526 (a) The Secretary of State shall adopt and publish rules to implement this division. The filing-office rules shall be consistent with this division. (b) To…
- § 9526.5 (a) For purposes of this section, the following terms have the following meanings: (1) “Official filing” means the permanent archival filing of all…
- § 9528 Upon the request of any person, the Secretary of State shall issue a combined certificate showing the information as to financing statements as specified in…
CHAPTER 6. Default §§ 9601–9629 · 29 sections
- § 9601 (a) After default, a secured party has the rights provided in this chapter and, except as otherwise provided in Section 9602, those rights provided by…
- § 9602 Except as otherwise provided in Section 9624, to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or…
- § 9603 (a) The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of a secured party under…
- § 9604 (a) If an obligation secured by a security interest in personal property or fixtures is also secured by an interest in real property or an estate therein: (1)…
- § 9605 (a) Except as provided in subdivision (b), a secured party does not owe a duty based on its status as secured party to either of the following persons: (1) To…
- § 9606 For purposes of this chapter, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce the lien in…
- § 9607 (a) If so agreed, and in any event after default, a secured party may do all of the following: (1) Notify an account debtor or other person obligated on…
- § 9608 (a) If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply: (1) A secured party shall apply or…
- § 9609 (a) After default, a secured party may do both of the following: (1) Take possession of the collateral. (2) Without removal, render equipment unusable and…
- § 9610 (a) After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any…
- § 9611 (a) In this section, “notification date” means the earlier of the date on which: (1) A secured party sends to the debtor and any secondary obligor a signed…
- § 9612 (a) Except as otherwise provided in subdivision (b), whether a notification is sent within a reasonable time is a question of fact. (b) In a transaction other…
- § 9613 (a) Except in a consumer-goods transaction, the following rules apply: (1) The contents of a notification of disposition are sufficient if the notification…
- § 9614 (a) In a consumer-goods transaction, the following rules apply: (1) A notification of disposition must provide all of the following information: (A) The…
- § 9615 (a) A secured party shall apply or pay over for application the cash proceeds of disposition under Section 9610 in the following order to each of the…
- § 9616 (a) In this section: (1) “Explanation” means a record that contains all of the following: (A) States the amount of the surplus or deficiency. (B) Provides an…
- § 9617 (a) A secured party’s disposition of collateral after default does all of the following: (1) Transfers to a transferee for value all of the debtor’s rights in…
- § 9618 (a) A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after any of the following occurs: (1) The…
- § 9619 (a) In this section, “transfer statement” means a record signed by a secured party stating all of the following: (1) That the debtor has defaulted in…
- § 9620 (a) Except as otherwise provided in subdivision (g), a secured party may accept collateral in full or partial satisfaction of the obligation it secures only if…
- § 9621 (a) A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to all of the…
- § 9622 (a) A secured party’s acceptance of collateral in full or partial satisfaction of the obligation it secures does all of the following: (1) It discharges the…
- § 9623 (a) A debtor, any secondary obligor, or any other secured party or lienholder may redeem collateral. (b) To redeem collateral, a person shall tender both of…
- § 9624 (a) A debtor or secondary obligor may waive the right to notification of disposition of collateral under Section 9611 only by an agreement to that effect…
- § 9625 (a) If it is established that a secured party is not proceeding in accordance with this division, a court may order or restrain collection, enforcement, or…
- § 9626 (a) In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in issue, the following rules…
- § 9627 (a) The fact that a greater amount could have been obtained by a collection, enforcement, disposition, or acceptance at a different time or in a different…
- § 9628 (a) Subject to subdivision (e), unless a secured party knows that a person is a debtor or obligor, knows the identity of the person, and knows how to…
- § 9629 No renunciation or modification by the debtor of any of his or her rights under this chapter as to consumer goods shall be valid or enforceable unless the…
CHAPTER 7. Transition §§ 9701–9709 · 9 sections
- § 9701 This division shall become operative on July 1, 2001.
- § 9702 (a) Except as otherwise provided in this chapter, this division applies to a transaction or lien within its scope, even if the transaction or lien was entered…
- § 9703 (a) A security interest that is enforceable immediately before July 1, 2001, and would have priority over the rights of a person that becomes a lien creditor…
- § 9704 All of the following rules apply with respect to a security interest that is enforceable immediately before July 1, 2001, but which would be subordinate to the…
- § 9705 (a) If action, other than the filing of a financing statement, is taken before July 1, 2001, and the action would have resulted in priority of a security…
- § 9706 (a) The filing of an initial financing statement in the office specified in Section 9501 continues the effectiveness of a financing statement filed before July…
- § 9707 (a) In this section, “pre-effective-date financing statement” means a financing statement filed before the date that this section becomes operative. (b) After…
- § 9708 A person may file an initial financing statement or a continuation statement under this chapter if both of the following conditions are satisfied: (1) The…
- § 9709 (a) This division determines priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before July 1,…
CHAPTER 8. Transition Provisions for 2010 Amendments §§ 9801–9809 · 9 sections
- § 9801 The changes to this division made by the act adding this chapter shall become operative on July 1, 2014.
- § 9802 (a) Except as otherwise provided in this chapter, the changes to this division made by the act adding this chapter apply to a transaction or lien within its…
- § 9803 (a) A security interest that is a perfected security interest immediately before July 1, 2014, is a perfected security interest under this division as amended…
- § 9804 A security interest that is an unperfected security interest immediately before July 1, 2014, becomes a perfected security interest as follows: (a) Without…
- § 9805 (a) The filing of a financing statement before July 1, 2014, is effective to perfect a security interest to the extent the filing would satisfy the applicable…
- § 9806 (a) The filing of an initial financing statement in the office specified in Section 9501 continues the effectiveness of a financing statement filed before July…
- § 9807 (a) In this section, “preeffective-date financing statement” means a financing statement filed before July 1, 2014. (b) After July 1, 2014, a person may add or…
- § 9808 A person may file an initial financing statement or a continuation statement under this chapter if the following conditions are satisfied: (a) The secured…
- § 9809 The changes to this division made by the act adding this chapter determine the priority of conflicting claims to collateral. However, if the relative…
CHAPTER 9. Transition Provisions for 2014 Amendments §§ 9901–9907 · 7 sections
- § 9901 (a) The changes to this division made by the act adding this chapter become operative on January 1, 2015. (b) This chapter applies to a security interest only…
- § 9902 (a) Except as otherwise provided in this chapter, the changes to this division made by the act adding this chapter apply to a transaction or lien within its…
- § 9903 A security interest that is a perfected security interest immediately before January 1, 2015, is a perfected security interest under this division as amended…
- § 9904 A security interest that is an unperfected security interest immediately before January 1, 2015, becomes a perfected security interest as follows: (a) Without…
- § 9905 (a) The filing of a financing statement before January 1, 2015, is effective to perfect a security interest to the extent the filing would satisfy the…
- § 9906 A person may file an initial financing statement or a continuation statement under this chapter if the following conditions are satisfied: (a) The secured…
- § 9907 The changes to this division made by the act adding this chapter determine the priority of conflicting claims to the collateral. However, if the relative…
DIVISION 10. PERSONAL PROPERTY LEASES §§ 10101–10600 · 76 sections
CHAPTER 1. General Provisions §§ 10101–10107 · 7 sections
- § 10101 This division shall be known and may be cited as the Uniform Commercial Code—Leases.
- § 10102 (a) This division applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in…
- § 10103 (a) In this division, unless the context otherwise requires: (1) “Buyer in ordinary course of business” means a person who, in good faith and without knowledge…
- § 10104 (a) A lease, although subject to this division, is also subject to any applicable: (1) Certificate of title statute of this state, including the provisions of…
- § 10105 Subject to the provisions of subdivision (c) of Section 10304 and subdivision (c) of Section 10305, with respect to goods covered by a certificate of title…
- § 10106 (a) If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the lessee resides at the time the lease…
- § 10107 Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or…
CHAPTER 2. Formation and Construction of Lease Contract §§ 10201–10221 · 18 sections
- § 10201 (a) A lease contract is not enforceable by way of action or defense unless: (1) In a lease contract that is not a consumer lease, the total payments to be made…
- § 10202 Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final…
- § 10204 (a) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease…
- § 10205 An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance it will be held open is not revocable, for…
- § 10206 (a) Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in…
- § 10208 (a) An agreement modifying a lease contract needs no consideration to be binding. (b) A signed lease agreement that excludes modification or rescission except…
- § 10209 (a) The benefit of a supplier’s promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any…
- § 10210 (a) Express warranties by the lessor are created as follows: (1) Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods…
- § 10211 (a) There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the goods that arose from an act or omission of…
- § 10212 (a) Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods…
- § 10213 Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required…
- § 10214 (a) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever…
- § 10215 Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the…
- § 10217 Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence…
- § 10218 (a) A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the…
- § 10219 (a) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss…
- § 10220 (a) Where risk of loss is to pass to the lessee and the time of passage is not stated: (1) If a tender or delivery of goods so fails to conform to the lease…
- § 10221 If a lease contract requires goods identified when the lease contract is made, and the goods suffer casualty without fault of the lessee, the lessor, or the…
CHAPTER 3. Effect of Lease Contract §§ 10301–10311 · 11 sections
- § 10301 Except as otherwise provided in this division, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of…
- § 10302 Except as otherwise provided in this division, each provision of this division applies whether the lessor or a third party has title to the goods, and whether…
- § 10303 (a) As used in the section, “creation of a security interest” includes the sale of a lease contract that is subject to Division 9 (commencing with Section…
- § 10304 (a) Subject to Section 10303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest…
- § 10305 (a) Subject to the provisions of Section 10303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to the extent of the…
- § 10306 If a person in the ordinary course of his or her business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those…
- § 10307 (a) Except as otherwise provided in Section 10306, a creditor of a lessee takes subject to the lease contract. (b) Except as otherwise provided in subdivision…
- § 10308 (a) A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as against the creditor retention of…
- § 10309 (a) In this section: (1) Goods are “fixtures” when they become so related to particular real estate that an interest in them arises under real estate law; (2)…
- § 10310 (a) Goods are “accessions” when they are installed in or affixed to other goods. (b) The interest of a lessor or a lessee under a lease contract entered into…
- § 10311 Nothing in this division prevents subordination by agreement by any person entitled to priority.
CHAPTER 4. Performance of Leased Contract: Repudiated, Substituted, and Excused §§ 10401–10407 · 7 sections
- § 10401 (a) A lease contract imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. (b) If reasonable…
- § 10402 (a) If either party repudiates a lease contract, other than a consumer lease, with respect to a performance not yet due under the lease contract, the loss of…
- § 10403 (a) Until the repudiating party’s next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party…
- § 10404 (a) If without fault of the lessee, the lessor, and the supplier, the agreed berthing, loading, or unloading facilities fail or the agreed type of carrier…
- § 10405 Subject to Section 10404 on substituted performance, the following rules apply: (1) Delay in delivery or nondelivery in whole or in part by a lessor or a…
- § 10406 (a) If the lessee receives notification of a material or indefinite delay or an allocation justified under Section 10405, the lessee may by written…
- § 10407 (a) In the case of a finance lease that is not a consumer lease the lessee’s promises under the lease contract become irrevocable and independent upon the…
CHAPTER 5. Default §§ 10501–10532 · 32 sections
ARTICLE 1. In General §§ 10501–10507 · 7 sections
- § 10501 (a) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this division. (b) If the lessor or the…
- § 10502 Except as otherwise provided in this division or the lease agreement, the lessor or lessee in default under the lease contract is not entitled to notice of…
- § 10503 (a) Except as otherwise provided in this division, the lease agreement may include rights and remedies for default in addition to or in substitution for those…
- § 10504 (a) Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss…
- § 10505 (a) On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior default or…
- § 10506 (a) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause of action…
- § 10507 (a) Damages based on market rent (Section 10519 or 10528) are determined according to the rent for the use of the goods concerned for a lease term identical to…
ARTICLE 2. Default by Lessor §§ 10508–10522 · 15 sections
- § 10508 (a) If a lessor fails to deliver the goods in conformity to the lease contract (Section 10509) or repudiates the lease contract (Section 10402), or a lessee…
- § 10509 (a) Subject to the provisions of Section 10510 on default in installment lease contracts, if the goods or the tender or delivery fail in any respect to conform…
- § 10510 (a) Under an installment lease contract, a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that…
- § 10511 (a) Subject to any security interest of a lessee (subdivision (e) of Section 10508), if a lessor or a supplier has no agent or place of business at the market…
- § 10512 (a) Except as otherwise provided with respect to goods that threaten to decline in value speedily (Section 10511) and subject to any security interest of a…
- § 10513 (a) If any tender or delivery by the lessor or the supplier is rejected because it is nonconforming and the time for performance has not yet expired, the…
- § 10514 (a) In rejecting goods, a lessee’s failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the…
- § 10515 (a) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and (1) The lessee signifies or acts with respect to the…
- § 10516 (a) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered. (b)…
- § 10517 (a) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has accepted it:…
- § 10518 (a) After a default by a lessor under the lease contract of the type described in subdivision (a) of Section 10508, or, if agreed, after other default by the…
- § 10519 (a) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 10504) or otherwise determined pursuant to agreement of the…
- § 10520 (a) Incidental damages resulting from a lessor’s default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of…
- § 10521 (a) Specific performance may be decreed if the goods are unique or in other proper circumstances. (b) A decree for specific performance may include any terms…
- § 10522 (a) Subject to subdivision (b) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods…
ARTICLE 3. Default by Lessee §§ 10523–10532 · 10 sections
- § 10523 (a) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then,…
- § 10524 (a) After a default by the lessee under the lease contract of the type described in subdivision (a) of, or paragraph (1) of subdivision (c) of, Section 10523…
- § 10525 (a) If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods. (b) After a default by the lessee under the lease contract of…
- § 10526 (a) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery…
- § 10527 (a) After a default by a lessee under the lease contract of the type described in subdivision (a) of, or paragraph (1) of subdivision (c) of, Section 10523 or…
- § 10528 (a) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 10504) or otherwise determined pursuant to agreement of the…
- § 10529 (a) After default by the lessee under the lease contract of the type described in subdivision (a) of, or paragraph (1) of subdivision (c) of, Section 10523 or,…
- § 10530 Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the…
- § 10531 (a) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract (1) the…
- § 10532 In addition to any other recovery permitted by this division or other law, the lessor may recover from the lessee an amount that will fully compensate the…
CHAPTER 6. Transition Provisions § 10600 · 1 section
- § 10600 This division shall apply to all lease contracts that are first made or that first become effective between the parties on or after January 1, 1990. This…
DIVISION 11. FUNDS TRANSFERS §§ 11101–11507 · 38 sections
CHAPTER 1. Subject Matter and Definitions §§ 11101–11108 · 8 sections
- § 11101 This division may be cited as Uniform Commercial Code—Funds Transfers.
- § 11102 Except as otherwise provided in Section 11108, this division applies to funds transfers defined in Section 11104.
- § 11103 (a) In this division: (1) “Payment order” means an instruction of a sender to a receiving bank, transmitted orally or in a record, to pay, or to cause another…
- § 11104 In this division: (a) “Funds transfer” means the series of transactions, beginning with the originator’s payment order, made for the purpose of making payment…
- § 11105 (a) In this division: (1) “Authorized account” means a deposit account of a customer in a bank designated by the customer as a source of payment of payment…
- § 11106 (a) The time of receipt of a payment order or communication canceling or amending a payment order is determined by the rules applicable to receipt of a notice…
- § 11107 Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision…
- § 11108 (a) Except as provided in subdivision (b), this division does not apply to a funds transfer any part of which is governed by the Electronic Fund Transfer Act…
CHAPTER 2. Issue and Acceptance of Payment Order §§ 11201–11212 · 12 sections
- § 11201 “Security procedure” means a procedure established by agreement of a customer and a receiving bank for the purpose of (i) verifying that a payment order or…
- § 11202 (a) A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized the order or is…
- § 11203 (a) If an accepted payment order is not, under subdivision (a) of Section 11202, an authorized order of a customer identified as sender, but is effective as an…
- § 11204 (a) If a receiving bank accepts a payment order issued in the name of its customer as sender which is (i) not authorized and not effective as the order of the…
- § 11205 (a) If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order (i) erroneously instructed…
- § 11206 (a) If a payment order addressed to a receiving bank is transmitted to a funds-transfer system or other third-party communication system for transmittal to the…
- § 11207 (a) Subject to subdivision (b), if, in a payment order received by the beneficiary’s bank, the name, bank account number, or other identification of the…
- § 11208 (a) This subdivision applies to a payment order identifying an intermediary bank or the beneficiary’s bank only by an identifying number. (1) The receiving…
- § 11209 (a) Subject to subdivision (d), a receiving bank other than the beneficiary’s bank accepts a payment order when it executes the order. (b) Subject to…
- § 11210 (a) A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally or in a record. A notice of rejection need not…
- § 11211 (a) A communication of the sender of a payment order canceling or amending the order may be transmitted to the receiving bank orally or in a record. If a…
- § 11212 If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach of the agreement to the…
CHAPTER 3. Execution of Sender’s Payment Order by Receiving Bank §§ 11301–11305 · 5 sections
- § 11301 (a) A payment order is “executed” by the receiving bank when it issues a payment order intended to carry out the payment order received by the bank. A payment…
- § 11302 (a) Except as provided in subdivisions (b) to (d), inclusive, if the receiving bank accepts a payment order pursuant to subdivision (a) of Section 11209, the…
- § 11303 (a) A receiving bank that (i) executes the payment order of the sender by issuing a payment order in an amount greater than the amount of the sender’s order,…
- § 11304 If the sender of a payment order that is erroneously executed as stated in Section 11303 receives notification from the receiving bank that the order was…
- § 11305 (a) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of Section 11302 results in delay in payment to the…
CHAPTER 4. Payment §§ 11401–11406 · 6 sections
- § 11401 “Payment date” of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary’s bank. The payment date may…
- § 11402 (a) This section is subject to Sections 11205 and 11207. (b) With respect to a payment order issued to the beneficiary’s bank, acceptance of the order by the…
- § 11403 (a) Payment of the sender’s obligation under Section 11402 to pay the receiving bank occurs as follows: (1) If the sender is a bank, payment occurs when the…
- § 11404 (a) Subject to subdivision (e) of Section 11211, and subdivisions (d) and (e) of Section 11405, if a beneficiary’s bank accepts a payment order, the bank is…
- § 11405 (a) If the beneficiary’s bank credits an account of the beneficiary of a payment order, payment of the bank’s obligation under subdivision (a) of Section 11404…
- § 11406 (a) Subject to subdivision (e) of Section 11211 and subdivisions (d) and (e) of Section 11405, the originator of a funds transfer pays the beneficiary of the…
CHAPTER 5. Miscellaneous Provisions §§ 11501–11507 · 7 sections
- § 11501 (a) Except as otherwise provided in this division, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.…
- § 11502 (a) As used in this section, “creditor process” means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf…
- § 11503 For proper cause and in compliance with applicable law, a court may restrain (i) a person from issuing a payment order to initiate a funds transfer, (ii) an…
- § 11504 (a) If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender’s…
- § 11505 If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the…
- § 11506 (a) If, under this division, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be…
- § 11507 (a) The following rules apply unless the affected parties otherwise agree or subdivision (c) applies: (1) The rights and obligations between the sender of a…
DIVISION 12. CONTROLLABLE ELECTRONIC RECORDS §§ 12101–12107 · 7 sections
- § 12101 This division may be cited as Uniform Commercial Code—Controllable Electronic Records.
- § 12102 (a) In this division, the following definitions apply: (1) “Controllable electronic record” means a record stored in an electronic medium that can be subjected…
- § 12103 (a) If there is conflict between this division and Division 9 (commencing with Section 9101), Division 9 governs. (b) A transaction subject to this division is…
- § 12104 (a) This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and…
- § 12105 (a) A person has control of a controllable electronic record if the electronic record, a record attached to or logically associated with the electronic record,…
- § 12106 (a) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying either of the following: (1) The…
- § 12107 (a) Except as provided in subdivision (b), the local law of a controllable electronic record’s jurisdiction governs a matter covered by this division. (b) For…
DIVISION 13. EFFECTIVE DATE AND REPEALER §§ 13101–13105 · 4 sections
- § 13101 This code shall become effective on January 1, 1965. It applies to transactions entered into and events occurring after that date.
- § 13102 Transactions validly entered into before January 1, 1965, and the rights, duties, and interests flowing from them remain valid thereafter and may be…
- § 13103 Except as provided in the following section, all acts and parts of acts inconsistent with this act are hereby repealed.
- § 13105 (1) A financing statement or a continuation thereof, properly filed and effective pursuant to Section 9401 as it existed prior to January 1, 1971, remains…
DIVISION 14. EFFECTIVE DATE AND TRANSITION PROVISIONS §§ 14101–14109 · 9 sections
- § 14101 The amendments to this code, as adopted by the Legislature at the 1973–74 Regular Session, shall become effective at 12:01 a.m. on January 1, 1976.
- § 14102 The provisions of Division 13 shall continue to apply to this code, as amended by the Legislature at the 1973–74 Regular Session, and for this purpose this…
- § 14103 Transactions validly entered into after January 1, 1965, and before January 1, 1976, and which were subject to the provisions of this code and which would be…
- § 14104 A security interest for the perfection of which filing or the taking of possession was required under this code and which attached prior to January 1, 1976,…
- § 14105 (1) A financing statement or continuation statement filed prior to January 1, 1976, which shall not have lapsed prior to January 1, 1976, shall remain…
- § 14106 (1) If a security interest is perfected or has priority on January 1, 1976, as to all persons or as to certain persons without any filing or recording, and if…
- § 14107 Except as otherwise provided in this division, this code as it existed prior to January 1, 1976, shall apply to any questions of priority if the positions of…
- § 14108 Unless a change in law has clearly been made, the provisions of this code as amended by the Legislature at the 1973–74 Regular Session shall be deemed…
- § 14109 (1) The amendments to this code relating to fixtures adopted by the Legislature at the 1979–1980 Regular Session shall apply to security interests which attach…
DIVISION 15. EFFECTIVE DATE AND TRANSITION PROVISIONS §§ 15101–15104 · 4 sections
- § 15101 The repeal and addition of Division 8 (commencing with Section 8101) made at the 1984 portion of the 1983–84 Regular Session shall become effective on January…
- § 15102 The provisions of Division 13 (commencing with Section 13101) and Division 14 (commencing with Section 14101) shall continue to apply to this code, as revised…
- § 15103 The owner of an interest (other than a security interest) in an uncertificated security (paragraph (b) of subdivision (1) of Section 8102) whose interest was…
- § 15104 A secured party who has a security interest in an uncertificated security (paragraph (b) of subdivision (1) of Section 8102), which security interest attached…
DIVISION 16. EFFECTIVE DATE AND TRANSITION PROVISIONS §§ 16101–16104 · 4 sections
- § 16101 The repeal and addition of Division 3 (commencing with Section 3101) and the repeal and addition, the amendment, and the addition of provisions of Division 4…
- § 16102 The provisions of Division 13 (commencing with Section 13101), Division 14 (commencing with Section 14101), and Division 15 (commencing with Section 15101)…
- § 16103 Nothing in this division shall have the effect of (a) reviving a cause of action barred by limitation before January 1, 1993, or (b) applying Section 3118 or…
- § 16104 Unless a change in law, as contrasted with a clarification, has clearly been made, this code, as it existed on January 1, 1993, shall be deemed declaratory of…
DIVISION 17. EFFECTIVE DATE AND TRANSITION PROVISIONS §§ 17101–17306 · 9 sections
CHAPTER 1. General Provisions and Definitions §§ 17101–17102 · 2 sections
CHAPTER 2. General Transition Provisions § 17201 · 1 section
- § 17201 Except as provided in Chapter 3 (commencing with Section 17301), a transaction validly entered into before the effective date of the act adding this division…
CHAPTER 3. Transitional Provisions for Divisions 9 and 12 §§ 17301–17306 · 6 sections
- § 17301 (a) Except as provided in this chapter, Division 9 (commencing with Section 9101), as amended by the act adding this division, and Division 12 apply to a…
- § 17302 (a) A security interest that is enforceable and perfected immediately before the effective date of the act adding this division is a perfected security…
- § 17303 A security interest that is enforceable immediately before the effective date of the act adding this division but is unperfected at that time: (a) remains an…
- § 17304 (a) If action, other than the filing of a financing statement, is taken before the effective date of the act adding this division and the action would have…
- § 17305 (a) Subject to subdivisions (b) and (c), the act adding this division determines the priority of conflicting claims to collateral. (b) Subject to subdivision…
- § 17306 (a) Subject to subdivisions (b) and (c), Division 12 determines the priority of conflicting claims to Division 12 property when the priority rules of Division…