Commercial Code - 13 Pa. Cons. Stat.

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DIVISION 1. GENERAL PROVISIONS

Chapter 11. Short Title, Construction, Application and Subject
Matter of Title

• § 1101.  Short title of title.
  This title shall be known and may be cited as the Uniform Commercial Code. (July 9, 1992, P.L.507, No.97, eff. one year) ...
• § 1102.  Purposes; rules of construction; variation by agreement.
  § 1102. Purposes; rules of construction; variation by agreement. (a) Title to be liberally construed.--This title shall be liberally construed and applied to promote its ...
• § 1103.  Supplementary general principles of law applicable.
  Unless displaced by the particular provisions of this title, the principles of law and equity, including the law merchant and the law relative to capacity ...
• § 1104.  Construction against implicit repeal.
  This title being a general law intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly ...
• § 1105.  Territorial application of title; power of parties to choose applicable law.
  § 1105. Territorial application of title; power of parties to choose applicable law. (a) General rule.--Except as otherwise provided in this section, when a transaction ...
• § 1106.  Remedies to be liberally administered.
  (a) General rule.--The remedies provided by this title shall be liberally administered to the end that the aggrieved party may be put in as good ...
• § 1107.  Waiver or renunciation of claim or right after breach.
  Any claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by a written waiver or ...
• § 1108.  (Reserved).
  § 1108. (Reserved). ...
• § 1109.  Section and subsection captions.
  Notwithstanding 1 Pa.C.S. § 1101(b) (relating to enumeration and use of unofficial provisions), section captions are parts of this title but subsection captions are not ...

Chapter 12. General Definitions and Principles of
Interpretation

• § 1201.  General definitions.
  Subject to additional definitions contained in the subsequent provisions of this title which are applicable to specific provisions of this title, the following words and ...
• § 1202.  Prima facie evidence by third party documents.
  A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or ...
• § 1203.  Obligation of good faith.
  Every contract or duty within this title imposes an obligation of good faith in its performance or enforcement. ...
• § 1204.  Time; reasonable time; "seasonably.".
  § 1204. Time; reasonable time; "seasonably." (a) Time fixed by agreement.--Whenever this title requires any action to be taken within a reasonable time, any time ...
• § 1205.  Course of dealing and usage of trade.
  (a) Definition of course of dealing.--A course of dealing is a sequence of previous conduct between the parties to a particular transaction which is fairly ...
• § 1206.  Statute of frauds for kinds of personal property not otherwise covered.
  § 1206. Statute of frauds for kinds of personal property not otherwise covered. (a) General rule.--Except in the cases described in subsection (b), a contract ...
• § 1207.  Performance or acceptance under reservation of rights.
  (a) General rule.--A party who with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by ...
• § 1208.  Option to accelerate at will.
  A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or ...
• § 1209.  Subordinated obligations.
  An obligation may be issued as subordinated to payment of another obligation of the person obligated, or a creditor may subordinate his right to payment ...
DIVISION 2. SALES

Chapter 21. Short Title, General Construction and Subject
Matter

• § 2101.  Short title of division.
  This division shall be known and may be cited as the Uniform Commercial Code, Article 2, Sales. (July 9, 1992, P.L.507, No.97, eff. one year) ...
• § 2102.  Scope; certain security and other transactions excluded from division.
  § 2102. Scope; certain security and other transactions excluded from division. Unless the context otherwise requires, this division applies to transactions in goods; it does ...
• § 2103.  Definitions and index of definitions.
  (a) Definitions.--The following words and phrases when used in this division shall have, unless the context clearly indicates otherwise, the meanings given to them in ...
• § 2104.  Definitions: "merchant"; "between merchants"; "financing agency.".
  § 2104. Definitions: "merchant"; "between merchants"; "financing agency." The following words and phrases when used in this division shall have the meanings given to them ...
• § 2105.  Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit.".
  § 2105. Definitions: transferability; "goods"; "future" goods; "lot"; "commercial unit." (a) "Goods".--"Goods" means all things (including specially manufactured goods) which are movable at the time ...
• § 2106.  Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation.".
  § 2106. Definitions: "contract"; "agreement"; "contract for sale"; "sale"; "present sale"; "conforming" to contract; "termination"; "cancellation." (a) "Contract", "agreement", "sale".--In this division unless the context ...
• § 2107.  Goods to be severed from realty: recording.
  (a) Minerals and structures.--A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be ...

Chapter 22. Form, Formation and Readjustment of Contract

• § 2201.  Formal requirements; statute of frauds.
  (a) General rule.--Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not ...
• § 2202.  Final written expression: parol or extrinsic evidence.
  Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties ...
• § 2203.  Seals inoperative.
  The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the ...
• § 2204.  Formation in general.
  (a) General rule.--A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes ...
• § 2205.  Firm offers.
  An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held ...
• § 2206.  Offer and acceptance in formation of contract.
  (a) General rule.--Unless otherwise unambiguously indicated by the language or circumstances: (1) an offer to make a contract shall be construed as inviting acceptance in ...
• § 2207.  Additional terms in acceptance or confirmation.
  (a) General rule.--A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even ...
• § 2208.  Course of performance or practical construction.
  (a) Relevancy of accepted performance.--Where the contract for sale involves repeated occasions for performance by either party with knowledge of the nature of the performance ...
• § 2209.  Modification, rescission and waiver.
  (a) Consideration unnecessary for modification.--An agreement modifying a contract within this division needs no consideration to be binding. (b) Writing excluding modification or rescission.--A signed ...
• § 2210.  Delegation of performance; assignment of rights.
  (a) Delegation of performance.--A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in ...

Chapter 23. General Obligation and Construction of Contract

• § 2301.  General obligations of parties.
  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. ...
• § 2302.  Unconscionable contract or clause.
  (a) Finding and authority of court.--If the court as a matter of law finds the contract or any clause of the contract to have been ...
• § 2303.  Allocation or division of risks.
  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 ...
• § 2304.  Price payable in money, goods, realty or otherwise.
  (a) General rule.--The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party ...
• § 2305.  Open price term.
  (a) General rule.--The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case ...
• § 2306.  Output, requirements and exclusive dealings.
  (a) Quantity measured by output or requirements.--A term which measures the quantity by the output of the seller or the requirements of the buyer means ...
• § 2307.  Delivery in single lot or several lots.
  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 ...
• § 2308.  Absence of specified place for delivery.
  Unless otherwise agreed: (1) the place for delivery of goods is the place of business of the seller or if he has none his residence; ...
• § 2309.  Absence of specific time provisions; notice of termination.
  § 2309. Absence of specific time provisions; notice of termination. (a) Shipment, delivery or other action.--The time for shipment or delivery or any other action ...
• § 2310.  Open time for payment or running of credit; authority to ship under reservation.
  § 2310. Open time for payment or running of credit; authority to ship under reservation. Unless otherwise agreed: (1) Payment is due at the time ...
• § 2311.  Options and cooperation respecting performance.
  (a) Specifying particulars of performance.--An agreement for sale which is otherwise sufficiently definite (section 2204(c)) to be a contract is not made invalid by the ...
• § 2312.  Warranty of title and against infringement; obligation of buyer against infringement.
  § 2312. Warranty of title and against infringement; obligation of buyer against infringement. (a) General rule.--Subject to subsection (b) there is in a contract for ...
• § 2313.  Express warranties by affirmation, promise, description or sample.
  § 2313. Express warranties by affirmation, promise, description or sample. (a) General rule.--Express warranties by the seller are created as follows: (1) Any affirmation of ...
• § 2314.  Implied warranty: merchantability; usage of trade.
  (a) Sale by merchant.--Unless excluded or modified (section 2316), a warranty that the goods shall be merchantable is implied in a contract for their sale ...
• § 2315.  Implied warranty: fitness for particular purpose.
  Where the seller at the time of contracting has reason to know: (1) any particular purpose for which the goods are required; and (2) that ...
• § 2316.  Exclusion or modification of warranties.
  (a) Construction of words or conduct limiting warranties.-- Words or conduct relevant to the creation of an express warranty and words or conduct tending to ...
• § 2317.  Cumulation and conflict of warranties express or implied.
  § 2317. Cumulation and conflict of warranties express or implied. Warranties whether express or implied shall be construed as consistent with each other and as ...
• § 2318.  Third party beneficiaries of warranties express or implied.
  § 2318. Third party beneficiaries of warranties express or implied. The warranty of a seller whether express or implied extends to any natural person who ...
• § 2319.  F.O.B. and F.A.S. terms.
  (a) Definition of F.O.B.--Unless otherwise agreed the term F.O.B. (which means "free on board") at a named place, even though used only in connection with ...
• § 2320.  C.I.F. and C. & F. terms.
  (a) Definitions.--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 ...
• § 2321.  C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival.
  § 2321. C.I.F. or C. & F.: "net landed weights"; "payment on arrival"; warranty of condition on arrival. Under a contract containing a term C.I.F. ...
• § 2322.  Delivery "ex-ship.".
  § 2322. Delivery "ex-ship." (a) Definition.--Unless otherwise agreed a term for delivery of goods "ex-ship" (which means from the carrying vessel) or in equivalent language ...
• § 2323.  Form of bill of lading required in overseas shipment; "overseas.".
  § 2323. Form of bill of lading required in overseas shipment; "overseas." (a) General rule.--Where the contract contemplates overseas shipment and contains a term C.I.F., ...
• § 2324.  "No arrival, no sale" term.
  Under a term "no arrival, no sale" or terms of like meaning, unless otherwise agreed: (1) the seller must properly ship conforming goods and if ...
• § 2325.  "Letter of credit" term; "confirmed credit.".
  § 2325. "Letter of credit" term; "confirmed credit." (a) Failure to furnish letter.--Failure of the buyer seasonably to furnish an agreed letter of credit is ...
• § 2326.  Sale on approval and sale or return; rights of creditors.
  § 2326. Sale on approval and sale or return; rights of creditors. (a) Definitions.--Unless otherwise agreed, if delivered goods may be returned by the buyer ...
• § 2327.  Special incidents of sale on approval and sale or return.
  § 2327. Special incidents of sale on approval and sale or return. (a) Sale on approval.--Under a sale on approval unless otherwise agreed: (1) Although ...
• § 2328.  Sale by auction.
  (a) Sale in lots.--In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (b) ...

Chapter 24. Title, Creditors and Good Faith Purchasers

• § 2401.  Passing of title; reservation for security; limited application of section.
  CHAPTER 24 TITLE, CREDITORS AND GOOD FAITH PURCHASERS Sec. 2401. Passing of title; reservation for security; limited application of section. 2402. Rights of creditors of ...
• § 2402.  Rights of creditors of seller against sold goods.
  (a) Priority of buyer over unsecured creditors.--Except as provided in subsections (b) and (c), rights of unsecured creditors of the seller with respect to goods ...
• § 2403.  Power to transfer; good faith purchase of goods; "entrusting.".
  § 2403. Power to transfer; good faith purchase of goods; "entrusting." (a) Transfer of title.--A purchaser of goods acquires all title which his transferor had ...

Chapter 25. Performance

• § 2501.  Insurable interest in goods; manner of identification of goods.
  CHAPTER 25 PERFORMANCE Sec. 2501. Insurable interest in goods; manner of identification of goods. 2502. Right of buyer to goods on repudiation, failure to deliver ...
• § 2502.  Right of buyer to goods on repudiation, failure to deliver or insolvency of seller.
  § 2502. Right of buyer to goods on repudiation, failure to deliver or insolvency of seller. (a) General rule.--Subject to subsections (b) and (c) and ...
• § 2503.  Manner of tender of delivery by seller.
  (a) General rule.--Tender of delivery requires that the seller put and hold conforming goods at the disposition of the buyer and give the buyer any ...
• § 2504.  Shipment by seller.
  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 ...
• § 2505.  Shipment by seller under reservation.
  (a) General rule.--Where the seller has identified goods to the contract by or before shipment: (1) His procurement of a negotiable bill of lading to ...
• § 2506.  Rights of financing agency.
  (a) General rule.--A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of ...
• § 2507.  Effect of tender by seller; delivery on condition.
  (a) Effect of tender by seller.--Tender of delivery is a condition to the duty of the buyer to accept the goods, and unless otherwise agreed, ...
• § 2508.  Cure by seller of improper tender or delivery; replacement.
  § 2508. Cure by seller of improper tender or delivery; replacement. (a) General rule.--Where any tender or delivery by the seller is rejected because nonconforming ...
• § 2509.  Risk of loss in absence of breach.
  (a) Seller to ship by carrier.--Where the contract requires or authorizes the seller to ship the goods by carrier: (1) if it does not require ...
• § 2510.  Effect of breach on risk of loss.
  (a) Tender of nonconforming goods.--Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection ...
• § 2511.  Tender of payment by buyer; payment by check.
  (a) Tender of payment condition to delivery.--Unless otherwise agreed tender of payment is a condition to the duty of the seller to tender and complete ...
• § 2512.  Payment by buyer before inspection.
  (a) General rule.--Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless: (1) the ...
• § 2513.  Right of buyer to inspection of goods.
  (a) General rule.--Unless otherwise agreed and subject to subsection (c), where goods are tendered or delivered or identified to the contract for sale, the buyer ...
• § 2514.  When documents deliverable on acceptance; when on payment.
  § 2514. When documents deliverable on acceptance; when on payment. Unless otherwise agreed documents against which a draft is drawn are to be delivered to ...
• § 2515.  Preserving evidence of goods in dispute.
  In furtherance of the adjustment of any claim or dispute: (1) either party on reasonable notification to the other and for the purpose of ascertaining ...

Chapter 26. Breach, Repudiation and Excuse

• § 2601.  Rights of buyer on improper delivery.
  Subject to the provisions of this division on breach in installment contracts (section 2612) and unless otherwise agreed under the sections on contractual limitations of ...
• § 2602.  Manner and effect of rightful rejection.
  (a) Time and notice of rejection.--Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer ...
• § 2603.  Duties of merchant buyer as to rightfully rejected goods.
  § 2603. Duties of merchant buyer as to rightfully rejected goods. (a) General rule.--Subject to any security interest in the buyer (section 2711(c)), when the ...
• § 2604.  Options of buyer as to salvage of rightfully rejected goods.
  § 2604. Options of buyer as to salvage of rightfully rejected goods. Subject to the provisions on perishables in section 2603 (relating to duties of ...
• § 2605.  Waiver of objections of buyer by failure to particularize.
  § 2605. Waiver of objections of buyer by failure to particularize. (a) General rule.--The failure of the buyer to state in connection with rejection a ...
• § 2606.  What constitutes acceptance of goods.
  (a) General rule.--Acceptance of goods occurs when the buyer: (1) after a reasonable opportunity to inspect the goods signifies to the seller that the goods ...
• § 2607.  Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.
  § 2607. Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over. (a) Payment ...
• § 2608.  Revocation of acceptance in whole or in part.
  (a) Grounds for revocation.--The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he ...
• § 2609.  Right to adequate assurance of performance.
  (a) General rule.--A contract for sale imposes an obligation on each party that the expectation of the other of receiving due performance will not be ...
• § 2610.  Anticipatory repudiation.
  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 ...
• § 2611.  Retraction of anticipatory repudiation.
  (a) When allowable.--Until the next performance is due by the repudiating party he can retract his repudiation unless the aggrieved party has since the repudiation ...
• § 2612.  "Installment contract"; breach.
  (a) Definition of "installment contract".--An "installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even ...
• § 2613.  Casualty to identified goods.
  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.  Substituted performance.
  (a) Manner of delivery.--Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable ...
• § 2615.  Excuse by failure of presupposed conditions.
  Except so far as a seller may have assumed a greater obligation and subject to section 2614 (relating to substituted performance): (1) Delay in delivery ...
• § 2616.  Procedure on notice claiming excuse.
  (a) Right of buyer to terminate or modify contract.--Where the buyer receives notification of a material or indefinite delay or an allocation justified under section ...

Chapter 27. Remedies

• § 2701.  Remedies for breach of collateral contracts not impaired.
  CHAPTER 27 REMEDIES Sec. 2701. Remedies for breach of collateral contracts not impaired. 2702. Remedies of seller on discovery of insolvency of buyer. 2703. Remedies ...
• § 2702.  Remedies of seller on discovery of insolvency of buyer.
  (a) Right to refuse or stop delivery.--Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for ...
• § 2703.  Remedies of seller in general.
  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 ...
• § 2704.  Right of seller to identify goods to contract notwithstanding breach or to salvage unfinished goods.
  § 2704. Right of seller to identify goods to contract notwithstanding breach or to salvage unfinished goods. (a) Identification and resale of goods.--An aggrieved seller ...
• § 2705.  Stoppage by seller of delivery in transit or otherwise.
  (a) General rule.--The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be ...
• § 2706.  Resale by seller including contract for resale.
  (a) General rule.--Under the conditions stated in section 2703 (relating to remedies of seller in general), the seller may resell the goods concerned or the ...
• § 2707.  "Person in the position of a seller.".
  § 2707. "Person in the position of a seller." (a) Definition.--A "person in the position of a seller" includes: (1) as against a principal an ...
• § 2708.  Damages of seller for nonacceptance or repudiation.
  (a) General rule.--Subject to subsection (b) and to the provisions of this division with respect to proof of market price (section 2723), the measure of ...
• § 2709.  Action for the price.
  (a) When allowable.--When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under section ...
• § 2710.  Incidental damages of seller.
  Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of ...
• § 2711.  Remedies of buyer in general; security interest of buyer in rejected goods.
  § 2711. Remedies of buyer in general; security interest of buyer in rejected goods. (a) Cancellation and additional remedies.--Where the seller fails to make delivery ...
• § 2712.  "Cover"; procurement by buyer of substitute goods.
  (a) Right and manner of cover.--After a breach within section 2711 (relating to remedies of buyer in general; security interest of buyer in rejected goods) ...
• § 2713.  Damages of buyer for nondelivery or repudiation.
  (a) Damages recoverable.--Subject to the provisions of this division with respect to proof of market price (section 2723), the measure of damages for nondelivery or ...
• § 2714.  Damages of buyer for breach in regard to accepted goods.
  § 2714. Damages of buyer for breach in regard to accepted goods. (a) Damages for nonconformity of tender.--Where the buyer has accepted goods and given ...
• § 2715.  Incidental and consequential damages of buyer.
  (a) Incidental damages.--Incidental damages resulting from the breach of the seller include: (1) expenses reasonably incurred in inspection, receipt, transportation and care and custody of ...
• § 2716.  Right of buyer to specific performance or replevin.
  (a) Specific performance.--Specific performance may be decreed where the goods are unique or in other proper circumstances. (b) Terms and conditions of decree.--The decree for ...
• § 2717.  Deduction of damages from price.
  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 ...
• § 2718.  Liquidation or limitation of damages; deposits.
  (a) Liquidated damages in agreement.--Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in ...
• § 2719.  Contractual modification or limitation of remedy.
  (a) General rule.--Subject to the provisions of subsections (b) and (c) and of section 2718 (relating to liquidation or limitation of damages; deposits): (1) The ...
• § 2720.  Effect of "cancellation" or "rescission" on claims for antecedent breach.
  § 2720. Effect of "cancellation" or "rescission" on claims for antecedent breach. Unless the contrary intention clearly appears, expressions of "cancellation" or "rescission" of the ...
• § 2721.  Remedies for fraud.
  Remedies for material misrepresentation or fraud include all remedies available under this division for nonfraudulent breach. Neither rescission or a claim for rescission of the ...
• § 2722.  Who can sue third parties for injury to goods.
  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 ...
• § 2723.  Proof of market price: time and place.
  (a) Determination of market price generally.--If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or ...
• § 2724.  Admissibility of market quotations.
  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.  Statute of limitations in contracts for sale.
  (a) General rule.--An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By ...
DIVISION 2A. LEASES

Chapter 2A1. General Provisions

• § 2A101.  Short title of division.
  This division shall be known and may be cited as the Uniform Commercial Code, Article 2A, Leases. ...
• § 2A102.  Scope.
  This division applies to any transaction, regardless of form, that creates a lease. ...
• § 2A103.  Definitions and index of definitions.
  (a) Definitions.--The following words and phrases when used in this division shall have, unless the context clearly indicates otherwise, the meanings given to them in ...
• § 2A104.  Leases subject to other law.
  (a) General rule.--A lease, although subject to this division, is also subject to any applicable: (1) certificate of title statute of this Commonwealth; (2) certificate ...
• § 2A105.  Territorial application of division to goods covered by certificate of title.
  § 2A105. Territorial application of division to goods covered by certificate of title. Subject to the provisions of sections 2A304(c) (relating to subsequent lease of ...
• § 2A106.  Limitation on power of parties to consumer lease to choose applicable law and judicial forum.
  § 2A106. Limitation on power of parties to consumer lease to choose applicable law and judicial forum. (a) Choice of law.--If the law chosen by ...
• § 2A107.  Waiver or renunciation of claim or right after default.
  § 2A107. Waiver or renunciation of claim or right after default. Any claim or right arising out of an alleged default or breach of warranty ...
• § 2A108.  Unconscionability.
  (a) Unconscionable lease.--If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable ...
• § 2A109.  Option to accelerate at will.
  (a) General rule.--A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "at ...

Chapter 2A2. Formation and Construction of Lease Contract

• § 2A201.  Statute of frauds.
  (a) General rule.--A lease contract is not enforceable by way of action or defense unless: (1) the total payments to be made under the lease ...
• § 2A202.  Final written expression: parol or extrinsic evidence.
  Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a writing intended by the parties ...
• § 2A203.  Seals inoperative.
  The affixing of a seal to a writing evidencing a lease contract or an offer to enter into a lease contract does not render the ...
• § 2A204.  Formation in general.
  (a) General rule.--A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of ...
• § 2A205.  Firm offers.
  An offer by a merchant to lease goods to or from another person in a signed writing that by its terms gives assurance it will ...
• § 2A206.  Offer and acceptance in formation of lease contract.
  (a) General rule.--Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in ...
• § 2A207.  Course of performance or practical construction.
  (a) Relevancy of accepted performance.--If a lease contract involves repeated occasions for performance by either party with knowledge of the nature of the performance and ...
• § 2A208.  Modification, rescission and waiver.
  (a) Consideration unnecessary for modification.--An agreement modifying a lease contract needs no consideration to be binding. (b) Writing excluding modification or rescission.--A signed lease agreement ...
• § 2A209.  Lessee under finance lease as beneficiary of supply contract.
  § 2A209. Lessee under finance lease as beneficiary of supply contract. (a) General rule.--The benefit of a supplier's promises to the lessor under the supply ...
• § 2A210.  Express warranties.
  (a) General rule.--Express warranties by the lessor are created as follows: (1) Any affirmation of fact or promise made by the lessor to the lessee ...
• § 2A211.  Warranties against interference and against infringement; lessee's obligation against infringement.
  § 2A211. Warranties against interference and against infringement; lessee's obligation against infringement. (a) General rule.--There is in a lease contract a warranty that for the ...
• § 2A212.  Implied warranty of merchantability.
  (a) General rule.--Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is ...
• § 2A213.  Implied warranty of fitness for particular purpose.
  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 ...
• § 2A214.  Exclusion or modification of warranties.
  (a) Construction of words or conduct creating or limiting warranties.--Words or conduct relevant to the creation of an express warranty and words or conduct tending ...
• § 2A215.  Cumulation and conflict of warranties express or implied.
  § 2A215. Cumulation and conflict of warranties express or implied. Warranties, whether express or implied, must be construed as consistent with each other and as ...
• § 2A216.  Third party beneficiaries of express and implied warranties.
  § 2A216. Third party beneficiaries of express and implied warranties. A warranty to or for the benefit of a lessee under this division, whether express ...
• § 2A217.  Identification.
  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 ...
• § 2A218.  Insurance and proceeds.
  (a) Insurable interest of lessee.--A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are ...
• § 2A219.  Risk of loss.
  (a) General rule.--Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. ...
• § 2A220.  Effect of default on risk of loss.
  (a) Default by lessor.--Where risk of loss is to pass to the lessee and the time of passage is not stated: (1) If a tender ...
• § 2A221.  Casualty to identified goods.
  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 ...

Chapter 2A3. Effect of Lease Contract

• § 2A301.  Enforceability of lease contract.
  Except as otherwise provided in this division, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of the ...
• § 2A302.  Title to and possession of goods.
  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, ...
• § 2A303.  Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights.
  § 2A303. Alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; transfer of rights. (a) Definition.--As used ...
• § 2A304.  Subsequent lease of goods by lessor.
  (a) General rule.--Subject to section 2A303 (relating to alienability of party's interest under lease contract or of lessor's residual interest in goods; delegation of performance; ...
• § 2A305.  Sale or sublease of goods by lessee.
  (a) General rule.--Subject to the provisions of section 2A303 (relating to alienability of party's interest under lease contract or of lessor's residual interest in goods; ...
• § 2A306.  Priority of certain liens arising by operation of law.
  If a person in the ordinary course of his business furnishes services or materials with respect to goods subject to a lease contract, a lien ...
• § 2A307.  Priority of liens arising by attachment or levy on, security interests in, and other claims to goods.
  § 2A307. Priority of liens arising by attachment or levy on, security interests in, and other claims to goods. (a) Creditor of lessee.--Except as otherwise ...
• § 2A308.  Special rights of creditors.
  (a) Creditor of lessor.--A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if ...
• § 2A309.  Lessor's and lessee's rights when goods become fixtures.
  § 2A309. Lessor's and lessee's rights when goods become fixtures. (a) Definitions.--As used in this section, the following words and phrases shall have the meanings ...
• § 2A310.  Lessor's and lessee's rights when goods become accessions.
  § 2A310. Lessor's and lessee's rights when goods become accessions. (a) Definition.--Goods are "accessions" when they are installed in or affixed to other goods. (b) ...
• § 2A311.  Priority subject to subordination.
  Nothing in this division prevents subordination by agreement by any person entitled to priority. ...

Chapter 2A4. Performance of Lease Contract: Repudiated,
Substituted and Excused

• § 2A401.  Insecurity: adequate assurance of performance.
  (a) General rule.--A lease contract imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. (b) Demand ...
• § 2A402.  Anticipatory repudiation.
  If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will ...
• § 2A403.  Retraction of anticipatory repudiation.
  (a) When allowable.--Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has ...
• § 2A404.  Substituted performance.
  (a) Manner of delivery.--If, without fault of the lessee, the lessor and the supplier, the agreed berthing, loading or unloading facilities fail or the agreed ...
• § 2A405.  Excused performance.
  Subject to section 2A404 (relating to substituted performance), the following rules apply: (1) Delay in delivery or nondelivery in whole or in part by a ...
• § 2A406.  Procedure on excused performance.
  (a) Right of lessee to terminate or modify contract.--If the lessee receives notification of a material or indefinite delay or an allocation justified under section ...
• § 2A407.  Irrevocable promises: finance leases.
  (a) General rule.--In the case of a finance lease that is not a consumer lease, the lessee's promises under the lease contract become irrevocable and ...

Chapter 2A5. Default
Subchapter A. In General

• § 2A501.  Default: procedure.
  (a) Determination of default.--Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this division. ...
• § 2A502.  Notice after default.
  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 ...
• § 2A503.  Modification or impairment of rights and remedies.
  (a) Provisions in lease agreements.--Except as otherwise provided in this division, the lease agreement may include rights and remedies for default in addition to or ...
• § 2A504.  Liquidation of damages.
  (a) General rule.--Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits ...
• § 2A505.  Cancellation and termination and effect of cancellation, termination, rescission or fraud on rights and remedies.
  § 2A505. Cancellation and termination and effect of cancellation, termination, rescission or fraud on rights and remedies. (a) Cancellation of contract.--On cancellation of the lease ...
• § 2A506.  Statute of limitations.
  (a) General rule.--An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause ...
• § 2A507.  Proof of market rent: time and place.
  (a) Rent prevailing; general rule.--Damages based on market rent (section 2A519 or 2A528) are determined according to the rent for the use of the goods ...

Subchapter B. Default by Lessor

• § 2A508.  Lessee's remedies.
  (a) General rule.--If a lessor fails to deliver the goods in conformity to the lease contract (section 2A509) or repudiates the lease contract (section 2A402), ...
• § 2A509.  Lessee's rights on improper delivery; rightful rejection.
  § 2A509. Lessee's rights on improper delivery; rightful rejection. (a) General rule.--Subject to the provisions of section 2A510 (relating to installment lease contracts: rejection and ...
• § 2A510.  Installment lease contracts: rejection and default.
  (a) General rule.--Under an installment lease contract, a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that ...
• § 2A511.  Merchant lessee's duties as to rightfully rejected goods.
  § 2A511. Merchant lessee's duties as to rightfully rejected goods. (a) General rule.--Subject to any security interest of a lessee (section 2A508(e)), if a lessor ...
• § 2A512.  Lessee's duties as to rightfully rejected goods.
  (a) General rule.--Except as otherwise provided with respect to goods that threaten to decline in value speedily (section 2A511) and subject to any security interest ...
• § 2A513.  Cure by lessor of improper tender or delivery; replacement.
  § 2A513. Cure by lessor of improper tender or delivery; replacement. (a) General rule.--If any tender or delivery by the lessor or the supplier is ...
• § 2A514.  Waiver of lessee's objections.
  (a) General rule.--In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on ...
• § 2A515.  Acceptance of goods.
  (a) General rule.--Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and: (1) the lessee signifies or acts ...
• § 2A516.  Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over.
  § 2A516. Effect of acceptance of goods; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over. ...
• § 2A517.  Revocation of acceptance of goods.
  (a) General rule.--A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee ...
• § 2A518.  Cover; substitute goods.
  (a) Right and manner of cover.--After default by a lessor under the lease contract of the type described in section 2A508(a) (relating to lessee's remedies) ...
• § 2A519.  Lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods.
  § 2A519. Lessee's damages for nondelivery, repudiation, default and breach of warranty in regard to accepted goods. (a) Measure of damages for nondelivery or rejection.--Except ...
• § 2A520.  Lessee's incidental and consequential damages.
  (a) Incidental damages.--Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected ...
• § 2A521.  Lessee's right to specific performance or replevin.
  (a) Specific performance.--Specific performance may be decreed if the goods are unique or in other proper circumstances. (b) Terms and conditions of decree for specific ...
• § 2A522.  Lessee's right to goods on lessor's insolvency.
  (a) General rule.--Subject to subsection (b) and even though the goods have not been shipped, a lessee who has paid a part or all of ...

Subchapter C. Default by Lessee

• § 2A523.  Lessor's remedies.
  (a) General rule.--If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to ...
• § 2A524.  Lessor's right to identify goods to lease contract.
  (a) General rule.--A lessor aggrieved under section 2A523(a) (relating to lessor's remedies) may: (1) identify to the lease contract conforming goods not already identified if ...
• § 2A525.  Lessor's right to possession of goods.
  (a) Insolvency of lessee.--If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods. (b) Default by lessee.--After a ...
• § 2A526.  Lessor's stoppage of delivery in transit or otherwise.
  (a) General rule.--A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to ...
• § 2A527.  Lessor's rights to dispose of goods.
  (a) General rule.--After a default by a lessee under the lease contract of the type described in section 2A523(a) or (c)(1) (relating to lessor's remedies) ...
• § 2A528.  Lessor's damages for nonacceptance, failure to pay, repudiation or other default.
  § 2A528. Lessor's damages for nonacceptance, failure to pay, repudiation or other default. (a) General rule.--Except as otherwise provided with respect to damages liquidated in ...
• § 2A529.  Lessor's action for the rent.
  (a) General rule.--After default by the lessee under the lease contract of the type described in section 2A523(a) or (c)(1) (relating to lessor's remedies) or, ...
• § 2A530.  Lessor's incidental damages.
  Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of ...
• § 2A531.  Standing to sue third parties for injury to goods.
  (a) General rule.--If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a ...
• § 2A532.  Lessor's rights to residual interest.
  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 ...
DIVISION 3. NEGOTIABLE INSTRUMENTS

Chapter 31. General Provisions and Definitions

• § 3101.  Short title of division.
  This division shall be known and may be cited as the Uniform Commercial Code, Article 3, Negotiable Instruments. ...
• § 3102.  Subject matter.
  (a) Applicability.--This division applies to negotiable instruments. It does not apply to money, to payment orders governed by Division 4A (relating to funds transfers) or ...
• § 3103.  Definitions and index of definitions.
  (a) Definitions.--The following words and phrases when used in this division shall have the meanings given to them in this subsection: "Acceptor." A drawee who ...
• § 3104.  Negotiable instrument.
  (a) Definition of "negotiable instrument".--Except as provided in subsections (c) and (d), "negotiable instrument" means an unconditional promise or order to pay a fixed amount ...
• § 3105.  Issue of instrument.
  (a) Definition of "issue".--"Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose ...
• § 3106.  Unconditional promise or order.
  (a) When conditional.--Except as provided in this section, for the purposes of section 3104(a) (relating to negotiable instrument), a promise or order is unconditional unless ...
• § 3107.  Instrument payable in foreign money.
  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 ...
• § 3108.  Payable on demand or at definite time.
  (a) Payable on demand.--A promise or order is "payable on demand" if it: (1) states that it is payable on demand or at sight or ...
• § 3109.  Payable to bearer or to order.
  (a) Payable to bearer.--A promise or order is payable to bearer if it: (1) states that it is payable to bearer or to the order ...
• § 3110.  Identification of person to whom instrument is payable.
  (a) Intent of issuer.--The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing ...
• § 3111.  Place of payment.
  Except as otherwise provided for items in Division 4 (relating to bank deposits and collections), an instrument is payable at the place of payment stated ...
• § 3112.  Interest.
  (a) General rule.--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.  Date of instrument.
  (a) Dated instrument.--An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed ...
• § 3114.  Contradictory terms of instrument.
  If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers. ...
• § 3115.  Incomplete instrument.
  (a) Definition of "incomplete instrument".--"Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time ...
• § 3116.  Joint and several liability; contribution.
  (a) Joint and several liability.--Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, ...
• § 3117.  Other agreements affecting instrument.
  Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument ...
• § 3118.  Statute of limitations.
  (a) Note payable at definite time.--Except as provided in subsection (e), an action to enforce the obligation of a party to pay a note payable ...
• § 3119.  Notice of right to defend action.
  In an action for breach of an obligation for which a third person is answerable over pursuant to this division or Division 4 (relating to ...

Chapter 32. Negotiation, Transfer and Indorsement

• § 3201.  Negotiation.
  (a) Definition of "negotiation".--"Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a ...
• § 3202.  Negotiation subject to rescission.
  (a) General rule.--Negotiation is effective even if obtained: (1) from an infant, a corporation exceeding its powers or a person without capacity; (2) by fraud, ...
• § 3203.  Transfer of instrument; rights acquired by transfer.
  (a) When transfer effected.--An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the ...
• § 3204.  Indorsement.
  (a) Definition of "indorsement".--"Indorsement" means a signature, other than that of a signer as maker, drawer or acceptor, that alone or accompanied by other words ...
• § 3205.  Special indorsement; blank indorsement; anomalous indorsement.
  § 3205. Special indorsement; blank indorsement; anomalous indorsement. (a) Special indorsement.--If an indorsement is made by the holder of an instrument, whether payable to an ...
• § 3206.  Restrictive indorsement.
  (a) Indorsement prohibiting further transfer or negotiation.--An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is ...
• § 3207.  Reacquisition.
  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 33. Enforcement of Instruments

• § 3301.  Person entitled to enforce instrument.
  "Person entitled to enforce" an instrument means: (1) the holder of the instrument; (2) a nonholder in possession of the instrument who has the rights ...
• § 3302.  Holder in due course.
  (a) Definition of "holder in due course".--Subject to subsection (c) and section 3106(d) (relating to unconditional promise or order), "holder in due course" means the ...
• § 3303.  Value and consideration.
  (a) Value.--An instrument is issued or transferred for value if: (1) the instrument is issued or transferred for a promise of performance, to the extent ...
• § 3304.  Overdue instrument.
  (a) Instrument payable on demand.--An instrument payable on demand becomes overdue at the earliest of the following times: (1) on the day after the day ...
• § 3305.  Defenses and claims in recoupment.
  (a) General rule.--Except as stated in subsection (b), the right to enforce the obligation of a party to pay an instrument is subject to the ...
• § 3306.  Claims to an instrument.
  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 ...
• § 3307.  Notice of breach of fiduciary duty.
  (a) Definitions.--As used in this section, the following words and phrases shall have the meanings given to them in this subsection: "Fiduciary." An agent, trustee, ...
• § 3308.  Proof of signatures and status as holder in due course.
  (a) Proof of signatures.--In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted ...
• § 3309.  Enforcement of lost, destroyed or stolen instrument.
  (a) Enforcement.--A person not in possession of an instrument is entitled to enforce the instrument if: (1) the person was in possession of the instrument ...
• § 3310.  Effect of instrument on obligation for which taken.
  (a) Certified check, cashier's check or teller's check given in payment of obligation.--Unless otherwise agreed, if a certified check, cashier's check or teller's check is ...
• § 3311.  Accord and satisfaction by use of instrument.
  (a) Requirements.--If a person against whom a claim is asserted proves that: (1) that person in good faith tendered an instrument to the claimant as ...
• § 3312.  Lost, destroyed or stolen cashier's check, teller's check or certified check.
  § 3312. Lost, destroyed or stolen cashier's check, teller's check or certified check. (a) Definitions.--As used in this section, the following words and phrases shall ...

Chapter 34. Liability of Parties

• § 3401.  Signature.
  (a) Nonliability in absence of signature.--A person is not liable on an instrument unless: (1) the person signed the instrument; or (2) the person is ...
• § 3402.  Signature by representative.
  (a) Represented person bound by signature.--If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of ...
• § 3403.  Unauthorized signature.
  (a) Ineffectiveness or ratification.--Unless otherwise provided in this division or Division 4 (relating to bank deposits and collections), an unauthorized signature is ineffective except as ...
• § 3404.  Impostors; fictitious payees.
  (a) Impostor.--If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or ...
• § 3405.  Employer's responsibility for fraudulent indorsement by employee.
  § 3405. Employer's responsibility for fraudulent indorsement by employee. (a) Definitions.--As used in this section, the following words and phrases shall have the meanings given ...
• § 3406.  Negligence contributing to forged signature or alteration of instrument.
  § 3406. Negligence contributing to forged signature or alteration of instrument. (a) Failure to exercise ordinary care.--A person whose failure to exercise ordinary care substantially ...
• § 3407.  Alteration.
  (a) Definition of "alteration".--"Alteration" means: (1) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party; or ...
• § 3408.  Drawee not liable on unaccepted draft.
  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, ...
• § 3409.  Acceptance of draft; certified check.
  (a) Definition of "acceptance".--"Acceptance" means the drawee's signed agreement to pay a draft as presented. It must be written on the draft and may consist ...
• § 3410.  Acceptance varying draft.
  (a) Right of holder to refuse acceptance.--If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may ...
• § 3411.  Refusal to pay cashier's checks, teller's checks and certified checks.
  § 3411. Refusal to pay cashier's checks, teller's checks and certified checks. (a) Definition.--As used in this section, the term "obligated bank" means the acceptor ...
• § 3412.  Obligation of issuer of note or cashier's check.
  The issuer of a note or cashier's check or other draft drawn on the drawer is obliged to pay the instrument according to its terms ...
• § 3413.  Obligation of acceptor.
  (a) General rule.--The acceptor of a draft is obliged to pay the draft: (1) according to its terms at the time it was accepted, even ...
• § 3414.  Obligation of drawer.
  (a) Scope of section.--This section does not apply to cashier's checks or other drafts drawn on the drawer. (b) Obligation of drawer if unaccepted draft ...
• § 3415.  Obligation of indorser.
  (a) General rule.--Subject to subsections (b), (c) and (d) and to section 3419(d) (relating to instruments signed for accommodation), if an instrument is dishonored, an ...
• § 3416.  Transfer warranties.
  (a) Warranties to transferees.--A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by indorsement, to any subsequent ...
• § 3417.  Presentment warranties.
  (a) Statement of warranties.--If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the ...
• § 3418.  Payment or acceptance by mistake.
  (a) General rule.--Except as provided in subsection (c), if the drawee of a draft pays or accepts the draft and the drawee acted on the ...
• § 3419.  Instruments signed for accommodation.
  (a) Accommodation party.--If an instrument is issued for value given for the benefit of a party to the instrument ("accommodated party") and another party to ...
• § 3420.  Conversion of instrument.
  (a) General rule.--The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other ...

Chapter 35. Dishonor

• § 3501.  Presentment.
  (a) Definition of "presentment".--"Presentment" means a demand made by or on behalf of a person entitled to enforce an instrument: (1) to pay the instrument ...
• § 3502.  Dishonor.
  (a) Dishonor of note.--Dishonor of a note is governed by the following rules: (1) If the note is payable on demand, the note is dishonored ...
• § 3503.  Notice of dishonor.
  (a) Requirement of notice.--The obligation of an indorser stated in section 3415(a) (relating to obligation of indorser) and the obligation of a drawer stated in ...
• § 3504.  Excused presentment and notice of dishonor.
  (a) Excused presentment.--Presentment for payment or acceptance of an instrument is excused if: (1) the person entitled to present the instrument cannot with reasonable diligence ...
• § 3505.  Evidence of dishonor.
  (a) Admissible evidence.--The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated: (1) A document regular ...

Chapter 36. Discharge and Payment

• § 3601.  Discharge and effect of discharge.
  (a) Discharge.--The obligation of a party to pay the instrument is discharged as stated in this division or by an act or agreement with the ...
• § 3602.  Payment.
  (a) General rule.--Subject to subsection (b), an instrument is paid to the extent payment is made by or on behalf of a party obliged to ...
• § 3603.  Tender of payment.
  (a) Applicability of contract law.--If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, ...
• § 3604.  Discharge by cancellation or renunciation.
  (a) Methods of discharge.--A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument: ...
• § 3605.  Discharge of indorsers and accommodation parties.
  (a) Definition.--As used in this section, the term "indorser" includes a drawer having the obligation described in section 3414(d) (relating to obligation of drawer). (b) ...
DIVISION 4. BANK DEPOSITS AND COLLECTIONS

Chapter 41. General Provisions and Definitions

• § 4101.  Short title of division.
  This division shall be known and may be cited as the Uniform Commercial Code, Article 4, Bank Deposits and Collections. (July 9, 1992, P.L.507, No.97, ...
• § 4102.  Applicability.
  (a) Commercial paper and investment securities.--To the extent that items within this division are also within Division 3 (relating to negotiable instruments) and Division 8 ...
• § 4103.  Variation by agreement; measure of damages; action constituting ordinary care.
  § 4103. Variation by agreement; measure of damages; action constituting ordinary care. (a) Variation by agreement.--The effect of the provisions of this division may be ...
• § 4104.  Definitions and index of definitions.
  (a) Definitions.--The following words and phrases when used in this division shall have, unless the context clearly indicates otherwise, the meanings given to them in ...
• § 4105.  "Bank"; "depositary bank"; "intermediary bank"; "collecting bank"; "payor bank"; "presenting bank.".
  § 4105. "Bank"; "depositary bank"; "intermediary bank"; "collecting bank"; "payor bank"; "presenting bank." The following words and phrases when used in this division shall have ...
• § 4106.  Payable through or payable at bank; collecting bank.
  (a) "Payable through" a bank.--If an item states that it is "payable through" a bank identified in the item, the item designates the bank as ...
• § 4107.  Separate office of a bank.
  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 ...
• § 4108.  Time of receipt of items.
  (a) Cutoff hour for handling and book entries.--For the purpose of allowing time to process items, prove balances and make the necessary entries on its ...
• § 4109.  Delays.
  (a) Two-banking-day delay permitted in effort to secure payment.--Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specified ...
• § 4110.  Electronic presentment.
  (a) Definition of "agreement for electronic presentment".-- "Agreement for electronic presentment" means an agreement, clearinghouse rule or Federal Reserve regulation or operating circular, providing that ...
• § 4111.  Statute of limitations.
  An action to enforce an obligation, duty or right arising under this division must be commenced within three years after the cause of action accrues. ...

Chapter 42. Collection of Items: Depositary and Collecting
Banks

• § 4201.  Status of collecting bank as agent and provisional status of credits; applicability of division; item indorsed "pay any bank.".
  CHAPTER 42 COLLECTION OF ITEMS: DEPOSITARY AND COLLECTING BANKS Sec. 4201. Status of collecting bank as agent and provisional status of credits; applicability of division; ...
• § 4202.  Responsibility for collection or return; when action timely.
  § 4202. Responsibility for collection or return; when action timely. (a) When collecting bank must exercise ordinary care.--A collecting bank must exercise ordinary care in: ...
• § 4203.  Effect of instructions.
  Subject to Division 3 (relating to negotiable instruments) concerning conversion of instruments (section 3420) and restrictive indorsements (section 3206), only a collecting bank's transferor can ...
• § 4204.  Methods of sending and presenting; sending directly to payor bank.
  § 4204. Methods of sending and presenting; sending directly to payor bank. (a) Collecting bank to send items by reasonably prompt method.--A collecting bank shall ...
• § 4205.  Depositary bank holder of unindorsed item.
  If a customer delivers an item to a depositary bank for collection: (1) the depositary bank becomes a holder of the item at the time ...
• § 4206.  Transfer between banks.
  Any agreed method that identifies the transferor bank is sufficient for the further transfer of the item to another bank. (July 9, 1992, P.L.507, No.97, ...
• § 4207.  Transfer warranties.
  (a) General rule.--A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any ...
• § 4208.  Presentment warranties.
  (a) General rule.--If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person ...
• § 4209.  Encoding and retention warranties.
  (a) Encoding warranty.--A person who encodes information on or with respect to an item after issue warrants to any subsequent collecting bank and to the ...
• § 4210.  Security interest of collecting bank in items, accompanying documents and proceeds.
  § 4210. Security interest of collecting bank in items, accompanying documents and proceeds. (a) General rule.--A collecting bank has a security interest in an item ...
• § 4211.  When bank gives value for purposes of holder in due course.
  § 4211. When bank gives value for purposes of holder in due course. For purposes of determining its status as a holder in due course, ...
• § 4212.  Presentment by notice of item not payable by, through or at a bank; liability of drawer or indorser.
  § 4212. Presentment by notice of item not payable by, through or at a bank; liability of drawer or indorser. (a) Presentment by notice.--Unless otherwise ...
• § 4213.  Medium and time of settlement by bank.
  (a) Certain rules regarding settlement by bank.--With respect to settlement by a bank, the medium and time of settlement may be prescribed by Federal Reserve ...
• § 4214.  Right of charge-back or refund; liability of collecting bank; return of item.
  § 4214. Right of charge-back or refund; liability of collecting bank; return of item. (a) Right of collecting bank to charge-back or refund.--If a collecting ...
• § 4215.  Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal.
  § 4215. Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal. (a) When ...
• § 4216.  Insolvency and preference.
  (a) Return of unpaid item by agent of closed bank.--If an item is in or comes into the possession of a payor or collecting bank ...

Chapter 43. Collection of Items: Payor Banks

• § 4301.  Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank.
  CHAPTER 43 COLLECTION OF ITEMS: PAYOR BANKS Sec. 4301. Deferred posting; recovery of payment by return of items; time of dishonor; return of items by ...
• § 4302.  Responsibility of payor bank for late return of item.
  (a) General rule.--If an item is presented to and received by a payor bank the bank is accountable for the amount of: (1) a demand ...
• § 4303.  When items subject to notice, stop-payment order, legal process or set-off; order in which items may be charged or certified.
  § 4303. When items subject to notice, stop-payment order, legal process or set-off; order in which items may be charged or certified. (a) When items ...

Chapter 44. Relationship Between Payor Bank and Its Customer

• § 4401.  When bank may charge account of customer.
  (a) General rule.--A bank may charge against the account of a customer an item that is properly payable from that account even though the charge ...
• § 4402.  Liability of bank to customer for wrongful dishonor; time of determining insufficiency of account.
  § 4402. Liability of bank to customer for wrongful dishonor; time of determining insufficiency of account. (a) Wrongful dishonor.--Except as otherwise provided in this division, ...
• § 4403.  Right of customer to stop payment; burden of proof of loss.
  § 4403. Right of customer to stop payment; burden of proof of loss. (a) Right of customer to stop payment.--A customer or any person authorized ...
• § 4404.  Bank not obligated to pay check more than six months old.
  § 4404. Bank not obligated to pay check more than six months old. A bank is under no obligation to a customer having a checking ...
• § 4405.  Death or incapacity of customer.
  (a) Authority of bank unaffected in absence of knowledge.-- The authority of a payor or collecting bank to accept, pay or collect an item or ...
• § 4406.  Duty of customer to discover and report unauthorized signature or alteration.
  § 4406. Duty of customer to discover and report unauthorized signature or alteration. (a) Statement of account.--A bank that sends or makes available to a ...
• § 4407.  Right of payor bank to subrogation on improper payment.
  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 ...

Chapter 45. Collection of Documentary Drafts

• § 4501.  Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor.
  CHAPTER 45 COLLECTION OF DOCUMENTARY DRAFTS Sec. 4501. Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor. 4502. Presentment ...
• § 4502.  Presentment of "on arrival" drafts.
  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 ...
• § 4503.  Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need.
  § 4503. Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need. Unless otherwise instructed and except ...
• § 4504.  Privilege of presenting bank to deal with goods; security interest for expenses.
  § 4504. Privilege of presenting bank to deal with goods; security interest for expenses. (a) Dealing with goods following dishonor of documentary draft.--A presenting bank ...
DIVISION 4A. FUNDS TRANSFERS

Chapter 4A1. Subject Matter and Definitions

• § 4A101.  Short title of division.
  This division shall be known and may be cited as the Uniform Commercial Code, Article 4A, Funds Transfers. ...
• § 4A102.  Subject matter.
  Except as otherwise provided in section 4A108 (relating to exclusion of consumer transactions governed by Federal law), this division applies to funds transfers defined in ...
• § 4A103.  Payment order; definitions.
  (a) Definition of "payment order" and related terms.--The following words and phrases when used in this division shall have the meanings given to them in ...
• § 4A104.  Funds transfer; definitions.
  (a) Definition of "funds transfer".--"Funds transfer" means the series of transactions, beginning with the originator's payment order, made for the purpose of making payment to ...
• § 4A105.  Other definitions.
  (a) Definitions.--The following words and phrases when used in this division shall have the meanings given to them in this subsection: "Authorized account." A deposit ...
• § 4A106.  Time payment order is received.
  (a) General rule.--The time of receipt of a payment order or communication canceling or amending a payment order is determined by the rules applicable to ...
• § 4A107.  Federal Reserve regulations and operating circulars.
  Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve banks supersede any inconsistent provision of this ...
• § 4A108.  Exclusion of consumer transactions governed by Federal law.
  § 4A108. Exclusion of consumer transactions governed by Federal law. This division does not apply to a funds transfer any part of which is governed ...

Chapter 4A2. Issue and Acceptance of Payment Order

• § 4A201.  Security procedure.
  "Security procedure" means a procedure established by agreement of a customer and a receiving bank for the purpose of: (1) verifying that a payment order ...
• § 4A202.  Authorized and verified payment orders.
  (a) Authorized payment order.--A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized ...
• § 4A203.  Unenforceability of certain verified payment orders.
  (a) General rule.--If an accepted payment order is not, under section 4A202(a) (relating to authorized and verified payment orders), an authorized order of a customer ...
• § 4A204.  Refund of payment and duty of customer to report with respect to unauthorized payment order.
  § 4A204. Refund of payment and duty of customer to report with respect to unauthorized payment order. (a) General rule.--If a receiving bank accepts a ...
• § 4A205.  Erroneous payment orders.
  (a) Types of erroneous payment orders.-- (1) The rules set forth under paragraph (2) apply if an accepted payment order was transmitted pursuant to a ...
• § 4A206.  Transmission of payment order through funds-transfer or other communication system.
  § 4A206. Transmission of payment order through funds-transfer or other communication system. (a) General rule.--If a payment order addressed to a receiving bank is transmitted ...
• § 4A207.  Misdescription of beneficiary.
  (a) Reference to nonexistent or unidentifiable person or account.--Subject to subsection (b), if, in a payment order received by the beneficiary's bank, the name, bank ...
• § 4A208.  Misdescription of intermediary bank or beneficiary's bank.
  § 4A208. Misdescription of intermediary bank or beneficiary's bank. (a) Identification only by identifying number.--This subsection applies to a payment order identifying an intermediary bank ...
• § 4A209.  Acceptance of payment order.
  (a) Receiving bank.--Subject to subsection (d), a receiving bank other than the beneficiary's bank accepts a payment order when it executes the order. (b) Beneficiary's ...
• § 4A210.  Rejection of payment order.
  (a) Manner of rejection.--A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally, electronically or in ...
• § 4A211.  Cancellation and amendment of payment order.
  (a) Communication.--A communication of the sender of a payment order canceling or amending the order may be transmitted to the receiving bank orally, electronically or ...
• § 4A212.  Liability and duty of receiving bank regarding unaccepted payment order.
  § 4A212. Liability and duty of receiving bank regarding unaccepted payment order. If a receiving bank fails to accept a payment order that it is ...

Chapter 4A3. Execution of Sender's Payment Order by
Receiving Bank

• § 4A301.  Execution and execution date.
  (a) Execution.--A payment order is "executed" by the receiving bank when it issues a payment order intended to carry out the payment order received by ...
• § 4A302.  Obligations of receiving bank in execution of payment order.
  § 4A302. Obligations of receiving bank in execution of payment order. (a) General rule.--Except as provided in subsections (b), (c) and (d), if the receiving ...
• § 4A303.  Erroneous execution of payment order.
  (a) Issuance of payment order in amount greater than amount of sender's order.--A receiving bank that: (1) executes the payment order of the sender by ...
• § 4A304.  Duty of sender to report erroneously executed payment order.
  § 4A304. Duty of sender to report erroneously executed payment order. If the sender of a payment order that is erroneously executed as stated in ...
• § 4A305.  Liability for late or improper execution or failure to execute payment order.
  § 4A305. Liability for late or improper execution or failure to execute payment order. (a) Liability for improper execution resulting in delay in payment.--If a ...

Chapter 4A4. Payment

• § 4A401.  Payment date.
  "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. ...
• § 4A402.  Obligation of sender to pay receiving bank.
  (a) Scope of section.--This section is subject to sections 4A205 (relating to erroneous payment orders) and 4A207 (relating to misdescription of beneficiary). (b) Payment order ...
• § 4A403.  Payment by sender to receiving bank.
  (a) When payment occurs.--Payment of the sender's obligation under section 4A402 (relating to obligation of sender to pay receiving bank) to pay the receiving bank ...
• § 4A404.  Obligation of beneficiary's bank to pay and give notice to beneficiary.
  § 4A404. Obligation of beneficiary's bank to pay and give notice to beneficiary. (a) Obligation.--Subject to sections 4A211(e) (relating to cancellation and amendment of payment ...
• § 4A405.  Payment by beneficiary's bank to beneficiary.
  (a) Beneficiary's bank credits an account of beneficiary; when payment occurs.--If the beneficiary's bank credits an account of the beneficiary of a payment order, payment ...
• § 4A406.  Payment by originator to beneficiary; discharge of underlying obligation.
  § 4A406. Payment by originator to beneficiary; discharge of underlying obligation. (a) Payment.--Subject to sections 4A211(e) (relating to cancellation and amendment of payment order) and ...

Chapter 4A5. Miscellaneous Provisions

• § 4A501.  Variation by agreement and effect of funds-transfer system rule.
  CHAPTER 4A5 MISCELLANEOUS PROVISIONS Sec. 4A501. Variation by agreement and effect of funds-transfer system rule. 4A502. Creditor process served on receiving bank; setoff by beneficiary's ...
• § 4A502.  Creditor process served on receiving bank; setoff by beneficiary's bank.
  § 4A502. Creditor process served on receiving bank; setoff by beneficiary's bank. (a) Definition.--As used in this section, the term "creditor process" means levy, attachment, ...
• § 4A503.  Injunction or restraining order with respect to funds transfer.
  § 4A503. Injunction or restraining order with respect to funds transfer. For proper cause and in compliance with applicable law, a court may restrain: (1) ...
• § 4A504.  Order in which items and payment orders may be charged to account; order of withdrawals from account.
  § 4A504. Order in which items and payment orders may be charged to account; order of withdrawals from account. (a) Priority among obligations paid from ...
• § 4A505.  Preclusion of objection to debit of customer's account.
  § 4A505. Preclusion of objection to debit of customer's account. If a receiving bank has received payment from its customer with respect to a payment ...
• § 4A506.  Rate of interest.
  (a) By agreement or funds-transfer system rule.--If, under this division, a receiving bank is obliged to pay interest with respect to a payment order issued ...
• § 4A507.  Choice of law.
  (a) General rule.--The following rules apply unless the affected parties otherwise agree or subsection (c) applies: (1) The rights and obligations between the sender of ...
DIVISION 5. LETTERS OF CREDIT

Chapter 51. Letters of Credit

• § 5101.  Short title of division.
  This division shall be known and may be cited as the Uniform Commercial Code, Article 5, Letters of Credit. Special Provisions in Appendix. See section ...
• § 5102.  Definitions.
  (a) Definitions.--The following words and phrases when used in this division shall have the meanings given to them in this subsection: "Adviser." A person who, ...
• § 5103.  Scope.
  (a) Applicability of division.--This division applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. (b) ...
• § 5104.  Formal requirements.
  A letter of credit, confirmation, advice, transfer, amendment or cancellation may be issued in any form that is a record and is authenticated: (1) by ...
• § 5105.  Consideration.
  Consideration is not required to issue, amend, transfer or cancel a letter of credit, advice or confirmation. Special Provisions in Appendix. See section 28 of ...
• § 5106.  Issuance, amendment, cancellation and duration.
  (a) Issuance; revocability.--A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits ...
• § 5107.  Confirmer, nominated person and advisor.
  § 5107. Confirmer, nominated person and adviser. (a) Rights and obligations of a confirmer.--A confirmer is directly obligated on a letter of credit and has ...
• § 5108.  Issuer's rights and obligations.
  (a) Duty to honor, dishonor.--Except as otherwise provided in section 5109 (relating to fraud and forgery), an issuer shall honor a presentation that, as determined ...
• § 5109.  Fraud and forgery.
  (a) Fraud and forgery generally.--If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter ...
• § 5110.  Warranties.
  (a) Warranties generally.--If its presentation is honored, the beneficiary warrants: (1) to the issuer, any other person to whom presentation is made and the applicant ...
• § 5111.  Remedies.
  (a) Wrongful dishonor or repudiation before presentation.-- If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before ...
• § 5112.  Transfer of letter of credit.
  (a) Transfer generally.--Except as otherwise provided in section 5113 (relating to transfer by operation of law), unless a letter of credit provides that it is ...
• § 5113.  Transfer by operation of law.
  (a) Undisclosed successor.--A successor of a beneficiary may consent to amendments, sign and present documents and receive payment or other items of value in the ...
• § 5114.  Assignment of proceeds.
  (a) Definition.--As used in this section, the term "proceeds of a letter of credit" means the cash, check, accepted draft or other item of value ...
• § 5115.  Statute of limitations.
  An action to enforce a right or obligation arising under this division must be commenced within one year after the expiration date of the relevant ...
• § 5116.  Choice of law and forum.
  (a) Express choice of law.--The liability of an issuer, nominated person or advisor for action or omission is governed by the law of the jurisdiction ...
• § 5117.  Subrogation of issuer, applicant and nominated person.
  (a) Subrogation rights of issuer.--An issuer that honors a beneficiary's presentation is subrogated to the rights of the beneficiary to the same extent as if ...
• § 5118.  Security interest of issuer or nominated person.
  (a) General rule.--An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the ...
DIVISION 6. BULK TRANSFERS (Repealed)

Chapter 61. Bulk Transfers (Repealed)
§ 6101 - § 6111 (Repealed).
DIVISION 7. WAREHOUSE RECEIPTS, BILLS OF

LADING AND OTHER DOCUMENTS OF TITLE

Chapter 71. General

• § 7101.  Short title of division.
  This division shall be known and may be cited as the Uniform Commercial Code, Article 7, Documents of Title. (July 9, 1992, P.L.507, No.97, eff. ...
• § 7102.  Definitions and index of definitions.
  (a) Definitions.--The following words and phrases when used in this division shall have, unless the context clearly indicates otherwise, the meanings given to them in ...
• § 7103.  Relation of division to treaty, statute, tariff, classification or regulation.
  § 7103. Relation of division to treaty, statute, tariff, classification or regulation. To the extent that any treaty or statute of the United States, regulatory ...
• § 7104.  Negotiable and nonnegotiable warehouse receipt, bill of lading or other document of title.
  § 7104. Negotiable and nonnegotiable warehouse receipt, bill of lading or other document of title. (a) Negotiable document of title.--A warehouse receipt, bill of lading ...
• § 7105.  Construction against negative implication.
  The omission from either Chapter 72 (relating to warehouse receipts: special provisions) or Chapter 73 (relating to bills of lading: special provisions) of a provision ...

Chapter 72. Warehouse Receipts: Special Provisions

• § 7201.  Who may issue warehouse receipt; storage under government bond.
  CHAPTER 72 WAREHOUSE RECEIPTS: SPECIAL PROVISIONS Sec. 7201. Who may issue warehouse receipt; storage under government bond. 7202. Form of warehouse receipt; essential terms; optional ...
• § 7202.  Form of warehouse receipt; essential terms; optional terms.
  § 7202. Form of warehouse receipt; essential terms; optional terms. (a) Form of warehouse receipt.--A warehouse receipt need not be in any particular form. (b) ...
• § 7203.  Liability for nonreceipt or misdescription.
  A party to or purchaser for value in good faith of a document of title other than a bill of lading relying in either case ...
• § 7204.  Duty of care; contractual limitation of liability of warehouseman.
  § 7204. Duty of care; contractual limitation of liability of warehouseman. (a) Duty of care.--A warehouseman is liable for damages for loss of or injury ...
• § 7205.  Title under warehouse receipt defeated in certain cases.
  § 7205. Title under warehouse receipt defeated in certain cases. A buyer in the ordinary course of business of fungible goods sold and delivered by ...
• § 7206.  Termination of storage at option of warehouseman.
  (a) General rule.--A warehouseman may on notifying the person on whose account the goods are held and any other person known to claim an interest ...
• § 7207.  Goods must be kept separate; fungible goods.
  (a) General rule.--Unless the warehouse receipt otherwise provides, a warehouseman must keep separate the goods covered by each receipt so as to permit at all ...
• § 7208.  Altered warehouse receipts.
  Where a blank in a negotiable warehouse receipt has been filled in without authority, a purchaser for value and without notice of the want of ...
• § 7209.  Lien of warehouseman.
  (a) Charges and expenses covered by lien.--A warehouseman has a lien against the bailor on the goods covered by a warehouse receipt or on the ...
• § 7210.  Enforcement of lien of warehouseman.
  (a) Sale of goods to enforce lien.--Except as provided in subsection (b), the lien of a warehouseman may be enforced by public or private sale ...

Chapter 73. Bills of Lading: Special Provisions

• § 7301.  Liability for nonreceipt or misdescription; "said to contain"; "shipper's weight, load and count"; improper handling.
  CHAPTER 73 BILLS OF LADING: SPECIAL PROVISIONS Sec. 7301. Liability for nonreceipt or misdescription; "said to contain"; "shipper's weight, load and count"; improper handling. 7302. ...
• § 7302.  Through bills of lading and similar documents.
  (a) Liability of issuer for acts of other persons.--The issuer of a through bill of lading or other document embodying an undertaking to be performed ...
• § 7303.  Diversion; reconsignment; change of instructions.
  (a) General rule.--Unless the bill of lading otherwise provides, the carrier may deliver the goods to a person or destination other than that stated in ...
• § 7304.  Bills of lading in a set.
  (a) General rule.--Except where customary in overseas transportation, a bill of lading must not be issued in a set of parts. The issuer is liable ...
• § 7305.  Destination bills.
  (a) Destination bill procured by carrier.--Instead of issuing a bill of lading to the consignor at the place of shipment a carrier may at the ...
• § 7306.  Altered bills of lading.
  An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor. ...
• § 7307.  Lien of carrier.
  (a) Charges and expenses covered by lien.--A carrier has a lien on the goods covered by a bill of lading for charges subsequent to the ...
• § 7308.  Enforcement of lien of carrier.
  (a) Sale of goods to enforce lien.--The lien of a carrier may be enforced by public or private sale of the goods, in block or ...
• § 7309.  Duty of care; contractual limitation of liability of carrier.
  § 7309. Duty of care; contractual limitation of liability of carrier. (a) Duty of care.--A carrier who issues a bill of lading whether negotiable or ...

Chapter 74. Warehouse Receipts and Bills of Lading: General
Obligations

• § 7401.  Irregularities in issue of receipt or bill or conduct of issuer.
  CHAPTER 74 WAREHOUSE RECEIPTS AND BILLS OF LADING: GENERAL OBLIGATIONS Sec. 7401. Irregularities in issue of receipt or bill or conduct of issuer. 7402. Duplicate ...
• § 7402.  Duplicate receipt or bill; overissue.
  Neither a duplicate nor any other document of title purporting to cover goods already represented by an outstanding document of the same issuer confers any ...
• § 7403.  Obligation of warehouseman or carrier to deliver; excuse.
  § 7403. Obligation of warehouseman or carrier to deliver; excuse. (a) General rule.--The bailee must deliver the goods to a person entitled under the document ...
• § 7404.  No liability for good faith delivery pursuant to receipt or bill.
  § 7404. No liability for good faith delivery pursuant to receipt or bill. A bailee who in good faith including observance of reasonable commercial standards ...

Chapter 75. Warehouse Receipts and Bills of Lading:
Negotiation and Transfer

• § 7501.  Form of negotiation and requirements of "due negotiation.".
  CHAPTER 75 WAREHOUSE RECEIPTS AND BILLS OF LADING: NEGOTIATION AND TRANSFER Sec. 7501. Form of negotiation and requirements of "due negotiation." 7502. Rights acquired by ...
• § 7502.  Rights acquired by due negotiation.
  (a) General rule.--Subject to section 7205 (relating to title under warehouse receipt defeated in certain cases) on fungible goods and section 7503 (relating to document ...
• § 7503.  Document of title to goods defeated in certain cases.
  (a) Prior legal or perfected security interest.--A document of title confers no right in goods against a person who before issuance of the document had ...
• § 7504.  Rights acquired in absence of due negotiation; effect of diversion; stoppage by seller of delivery.
  § 7504. Rights acquired in absence of due negotiation; effect of diversion; stoppage by seller of delivery. (a) Rights of transferee when document delivered but ...
• § 7505.  Indorser not guarantor for other parties.
  The indorsement of a document of title issued by a bailee does not make the indorser liable for any default by the bailee or by ...
• § 7506.  Delivery without indorsement: right to compel indorsement.
  § 7506. Delivery without indorsement: right to compel indorsement. The transferee of a negotiable document of title has a specifically enforceable right to have his ...
• § 7507.  Warranties on negotiation or transfer of receipt or bill.
  § 7507. Warranties on negotiation or transfer of receipt or bill. Where a person negotiates or transfers a document of title for value otherwise than ...
• § 7508.  Warranties of collecting bank as to documents.
  A collecting bank or other intermediary known to be entrusted with documents on behalf of another or with collection of a draft or other claim ...
• § 7509.  Receipt or bill: when adequate compliance with commercial contract.
  § 7509. Receipt or bill: when adequate compliance with commercial contract. The question whether a document is adequate to fulfill the obligations of a contract ...

Chapter 76. Warehouse Receipts and Bills of Lading:
Miscellaneous Provisions

• § 7601.  Lost and missing documents.
  (a) Delivery of substitute document under court order.--If a document has been lost, stolen or destroyed, a court may order delivery of the goods or ...
• § 7602.  Attachment of goods covered by negotiable document.
  Except where the document was originally issued upon delivery of the goods by a person who had no power to dispose of them, no lien ...
• § 7603.  Conflicting claims; interpleader.
  If more than one person claims title or possession of the goods, the bailee is excused from delivering until he has had a reasonable time ...
DIVISION 8. INVESTMENT SECURITIES

Chapter 81. Short Title and General Matters

• § 8101.  Short title of division.
  This division shall be known and may be cited as the Uniform Commercial Code, Article 8, Investment Securities. ...
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