Arizona Revised Statutes Title 47 - Uniform Commercial Code

Chapter 1 GENERAL PROVISIONS
Article 1 Short Title, Construction, Application and Subject Matter of the Title

• § 47-1101 Short Title
  A. This title may be cited as the uniform commercial code. B. This chapter may be cited as uniform commercial code - general provisions.
• § 47-1102 Scope Of Chapter
  This chapter applies to a transaction to the extent that it is governed by another chapter of this title.
• § 47-1103 Construction To Promote Purposes And Policies; Applicability Of Supplemental Principles Of Law
  A. This title must be liberally construed and applied to promote its underlying purposes and policies, which are: 1. To simplify, clarify and modernize...
• § 47-1104 Construction Against Implied Repeal
  This title being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be...
• § 47-1105 Severability
  If any provision or clause of this title or its application to any person or circumstance is held invalid, the invalidity does not affect...
• § 47-1106 Use Of Singular And Plural; Gender
  In this title, unless the statutory context otherwise requires: 1. Words in the singular number include the plural and those in the plural include...
• § 47-1107 Section Captions
  Section captions are part of this title.
• § 47-1108 Relation To Electronic Signatures In Global And National Commerce Act
  This chapter modifies, limits and supersedes the federal electronic signatures in global and national commerce act (P.L. 106-229; 114 Stat. 464; 15 United States...

Article 2 General Definitions and Principles of Interpretation

• § 47-1201 General Definitions
  A. Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of this...
• § 47-1202 Notice; Knowledge
  A. Subject to subsection F, a person has " notice" of a fact if the person: 1. Has actual knowledge of it; 2. Has...
• § 47-1203 Lease Distinguished From Security Interest
  A. Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case....
• § 47-1204 Value
  Except as otherwise provided in chapters 3, 4 and 5 of this title, a person gives value for rights if the person acquires them:...
• § 47-1205 Reasonable Time; "Seasonably"
  A. Whether a time for taking an action required by this title is reasonable depends on the nature, purpose and circumstances of the action....
• § 47-1206 Presumptions
  Whenever this title creates a " presumption" with respect to a fact, or provides that a fact is " presumed" , the trier of...

Article 3 Territorial Applicability and General Rules

• § 47-1301 Territorial Applicability; Parties' Power To Choose Applicable Law
  A. Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or...
• § 47-1302 Variation By Agreement
  A. Except as otherwise provided in subsection B or elsewhere in this title, the effect of provisions of this title may be varied by...
• § 47-1303 Course Of Performance; Course Of Dealing And Usage Of Trade
  A. A " course of performance" is a sequence of conduct between the parties to a particular transaction that exists if: 1. The agreement...
• § 47-1304 Obligation Of Good Faith
  Every contract or duty within this title imposes an obligation of good faith in its performance and enforcement.
• § 47-1305 Remedies To Be Liberally Administered
  A. The remedies provided by this title must be liberally administered to the end that the aggrieved party may be put in as good...
• § 47-1306 Waiver Or Renunciation Of Claim Or Right After Breach
  A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the...
• § 47-1307 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...
• § 47-1308 Performance Or Acceptance Under Reservation Of Rights
  A. A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by...
• § 47-1309 Option To Accelerate At Will
  A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "...
• § 47-1310 Subordinated Obligation
  An obligation may be issued as subordinated to performance of another obligation of the person obligated or a creditor may subordinate its right to...

Chapter 2 SALES
Article 1 Short Title, General Construction and Subject Matter

• § 47-2101 Short Title
  This chapter shall be known and may be cited as the uniform commercial code - - sales.
• § 47-2102 Scope; Certain Security And Other Transactions Excluded From This Chapter
  Unless the context otherwise requires, this chapter applies to transactions in goods; it does not apply to any transaction which although in the form...
• § 47-2103 Definitions And Index Of Definitions
  A. In this chapter, unless the context otherwise requires: 1. " Buyer" means a person who buys or contracts to buy goods. 2. "...
• § 47-2104 Definitions: "Merchant"; "Between Merchants"; "Financing Agency"
  A. " Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge...
• § 47-2105 Definitions: Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit"
  A. " Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other...
• § 47-2106 Definitions: "Contract"; "Agreement"; "Contract For Sale"; "Sale"; "Present Sale"; "Conforming" To Contract; "Termination"; "Cancellation"
  A. In this chapter, unless the context otherwise requires, " contract" and " agreement" are limited to those relating to the present or future...
• § 47-2107 Goods To Be Severed From Realty; Recording
  A. A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed...

Article 2 Form, Formation and Readjustment of Contract

• § 47-2201 Formal Requirements; Statute Of Frauds
  A. Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars or more...
• § 47-2202 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...
• § 47-2203 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...
• § 47-2204 Formation In General
  A. A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes...
• § 47-2205 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...
• § 47-2206 Offer And Acceptance In Formation Of Contract
  A. Unless otherwise unambiguously indicated by the language or circumstances: 1. An offer to make a contract shall be construed as inviting acceptance in...
• § 47-2207 Additional Terms In Acceptance Or Confirmation
  A. A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even...
• § 47-2209 Modification, Rescission And Waiver
  A. An agreement modifying a contract within this chapter needs no consideration to be binding. B. A signed agreement which excludes modification or rescission...
• § 47-2210 Delegation Of Performance; Assignment Of Rights
  A. A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having...

Article 3 General Obligation and Construction of Contract

• § 47-2301 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
• § 47-2302 Unconscionable Contract Or Clause
  A. If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the...
• § 47-2303 Allocation Or Division Of Risks
  Where this chapter allocates a risk or a burden as between the parties " unless otherwise agreed" , the agreement may not only shift...
• § 47-2304 Price Payable In Money, Goods, Realty, Or Otherwise
  A. The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party...
• § 47-2305 Open Price Term
  A. The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case...
• § 47-2306 Output, Requirements And Exclusive Dealings
  A. A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or...
• § 47-2307 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...
• § 47-2308 Absence Of Specified Place For Delivery
  Unless otherwise agreed: 1. The place for delivery of goods is the seller's place of business or if he has none his residence; but...
• § 47-2309 Absence Of Specific Time Provisions; Notice Of Termination
  A. The time for shipment or delivery or any other action under a contract if not provided in this chapter or agreed upon shall...
• § 47-2310 Open Time For Payment Or Running Of Credit; Authority To Ship Under Reservation
  Unless otherwise agreed: 1. Payment is due at the time and place at which the buyer is to receive the goods even though the...
• § 47-2311 Options And Cooperation Respecting Performance
  A. An agreement for sale which is otherwise sufficiently definite (subsection C of section 47-2204) to be a contract is not made invalid by...
• § 47-2312 Warranty Of Title And Against Infringement; Buyer's Obligation Against Infringement
  A. Subject to subsection B there is in a contract for sale a warranty by the seller that: 1. The title conveyed shall be...
• § 47-2313 Express Warranties By Affirmation, Promise, Description, Sample
  A. Express warranties by the seller are created as follows: 1. Any affirmation of fact or promise made by the seller to the buyer...
• § 47-2314 Implied Warranty: Merchantability; Usage Of Trade
  A. Unless excluded or modified (section 47-2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if...
• § 47-2315 Implied Warranty: Fitness For Particular Purpose
  Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the...
• § 47-2316 Exclusion Or Modification Of Warranties
  A. Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be...
• § 47-2317 Cumulation And Conflict Of Warranties Express Or Implied
  Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention...
• § 47-2318 Third Party Beneficiaries Of Warranties Express Or Implied
  A seller's warranty whether express or implied extends to any natural person who is in the family or household of his buyer or who...
• § 47-2319 F. O. B. And F. A. S. Terms
  A. Unless otherwise agreed the term F.O.B. (which means " free on board" ) at a named place, even though used only in connection...
• § 47-2320 C. I. F. And C. & F. Terms
  A. 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...
• § 47-2321 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. or C. & F.: 1. Where the price is based on or is to be adjusted according...
• § 47-2322 Delivery "Ex-Ship"
  A. Unless otherwise agreed a term for delivery of goods " ex-ship" (which means from the carrying vessel) or in equivalent language is not...
• § 47-2323 Form Of Bill Of Lading Required In Overseas Shipment; "Overseas"
  A. 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...
• § 47-2324 "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...
• § 47-2325 "Letter Of Credit" Term; "Confirmed Credit"
  A. Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale. B. The delivery...
• § 47-2326 Sale On Approval And Sale Or Return; Rights Of Creditors
  A. Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is: 1....
• § 47-2327 Special Incidents Of Sale On Approval And Sale Or Return
  A. Under a sale on approval unless otherwise agreed: 1. Although the goods are identified to the contract the risk of loss and the...
• § 47-2328 Sale By Auction
  A. In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. B. A...

Article 4 Title, Creditors and Good Faith Purchases

• § 47-2401 Passing Of Title; Reservation For Security; Limited Application Of This Section
  Each provision of this chapter with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies...
• § 47-2402 Rights Of Seller's Creditors Against Sold Goods
  A. Except as provided in subsections B and C of this section, rights of unsecured creditors of the seller with respect to goods which...
• § 47-2403 Power To Transfer; Good Faith Purchase Of Goods; "Entrusting"
  A. A purchaser of goods acquires all title which his transferor had or had power to transfer except that a purchaser of a limited...

Article 5 Performance

• § 47-2501 Insurable Interest In Goods; Manner Of Identification Of Goods
  A. The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract...
• § 47-2502 Buyer's Right To Goods On Seller's Insolvency
  A. Subject to subsections B and C of this section and even though the goods have not been shipped a buyer who has paid...
• § 47-2503 Manner Of Seller's Tender Of Delivery
  A. Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably...
• § 47-2504 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...
• § 47-2505 Seller's Shipment Under Reservation
  A. Where the seller has identified goods to the contract by or before shipment: 1. His procurement of a negotiable bill of lading to...
• § 47-2506 Rights Of Financing Agency
  A. A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of...
• § 47-2507 Effect Of Seller's Tender; Delivery On Condition
  A. Tender of delivery is a condition to the buyer's duty to accept the goods and, unless otherwise agreed, to his duty to pay...
• § 47-2508 Cure By Seller Of Improper Tender Or Delivery; Replacement
  A. Where any tender or delivery by the seller is rejected because non-conforming and the time for performance has not yet expired, the seller...
• § 47-2509 Risk Of Loss In The Absence Of Breach
  A. Where the contract requires or authorizes the seller to ship the goods by carrier: 1. If it does not require him to deliver...
• § 47-2510 Effect Of Breach On Risk Of Loss
  A. Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk...
• § 47-2511 Tender Of Payment By Buyer; Payment By Check
  A. Unless otherwise agreed tender of payment is a condition to the seller's duty to tender and complete any delivery. B. Tender of payment...
• § 47-2512 Payment By Buyer Before Inspection
  A. Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless: 1. The...
• § 47-2513 Buyer's Right To Inspection Of Goods
  A. Unless otherwise agreed and subject to subsection C of this section, where goods are tendered or delivered or identified to the contract for...
• § 47-2514 When Documents Deliverable On Acceptance; When On Payment
  Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it...
• § 47-2515 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...

Article 6 Breach, Repudiation and Excuse

• § 47-2601 Buyer's Rights On Improper Delivery
  Subject to the provisions of this chapter on breach in installment contracts (section 47-2612) and unless otherwise agreed under the sections on contractual limitations...
• § 47-2602 Manner And Effect Of Rightful Rejection
  A. Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the...
• § 47-2603 Merchant Buyer's Duties As To Rightfully Rejected Goods
  A. Subject to any security interest in the buyer (subsection C of section 47-2711), when the seller has no agent or place of business...
• § 47-2604 Buyer's Options As To Salvage Of Rightfully Rejected Goods
  Subject to the provisions of section 47-2603 on perishables if the seller gives no instructions within a reasonable time after notification of rejection the...
• § 47-2605 Waiver Of Buyer's Objections By Failure To Particularize
  A. The buyer's failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes him from relying on...
• § 47-2606 What Constitutes Acceptance Of Goods
  A. Acceptance of goods occurs when the buyer: 1. After a reasonable opportunity to inspect the goods signifies to the seller that the goods...
• § 47-2607 Effect Of Acceptance; Notice Of Breach; Burden Of Establishing Breach After Acceptance; Notice Of Claim Or Litigation To Person Answerable Over
  A. The buyer must pay at the contract rate for any goods accepted. B. Acceptance of goods by the buyer precludes rejection of the...
• § 47-2608 Revocation Of Acceptance In Whole Or In Part
  A. The buyer may revoke his acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to him if he has...
• § 47-2609 Right To Adequate Assurance Of Performance
  A. A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When...
• § 47-2610 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...
• § 47-2611 Retraction Of Anticipatory Repudiation
  A. Until the repudiating party's next performance is due he can retract his repudiation unless the aggrieved party has since the repudiation cancelled or...
• § 47-2612 "Installment Contract"; Breach
  A. An " installment contract" is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though...
• § 47-2613 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...
• § 47-2614 Substituted Performance
  A. Where without fault of either party the agreed berthing, loading, or unloading facilities fail or an agreed type of carrier becomes unavailable or...
• § 47-2615 Excuse By Failure Of Presupposed Conditions
  Except so far as a seller may have assumed a greater obligation and subject to section 47-2614 on substituted performance: 1. Delay in delivery...
• § 47-2616 Procedure On Notice Claiming Excuse
  A. Where the buyer receives notification of a material or indefinite delay or an allocation justified under section 47-2615 he may by written notification...

Article 7 Remedies

• § 47-2701 Remedies For Breach Of Collateral Contracts Not Impaired
  Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this
• § 47-2702 Seller's Remedies On Discovery Of Buyer's Insolvency
  A. Where the seller discovers the buyer to be insolvent he may refuse delivery except for cash including payment for all goods theretofore delivered...
• § 47-2703 Seller's Remedies 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...
• § 47-2704 Seller's Right To Identify Goods To The Contract Notwithstanding Breach Or To Salvage Unfinished Goods
  A. An aggrieved seller under section 47-2708 may: 1. Identify to the contract conforming goods not already identified if at the time he learned...
• § 47-2705 Seller's Stoppage Of Delivery In Transit Or Otherwise
  A. The seller may stop delivery of goods in the possession of a carrier or other bailee when he discovers the buyer to be...
• § 47-2706 Seller's Resale Including Contract For Resale
  A. Under the conditions stated in section 47-2703 on seller's remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where...
• § 47-2707 "Person In The Position Of A Seller"
  A. A " person in the position of a seller" includes as against a principal an agent who has paid or become responsible for...
• § 47-2708 Seller's Damages For Non-Acceptance Or Repudiation
  A. Subject to subsection B of this section and to the provisions of this chapter with respect to proof of market price (section 47-2723),...
• § 47-2709 Action For The Price
  A. When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the...
• § 47-2710 Seller's Incidental Damages
  Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody...
• § 47-2711 Buyer's Remedies In General; Buyer's Security Interest In Rejected Goods
  A. Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any...
• § 47-2712 "Cover"; Buyer's Procurement Of Substitute Goods
  A. After a breach within section 47-2711 the buyer may " cover" by making in good faith and without unreasonable delay any reasonable purchase...
• § 47-2713 Buyer's Damages For Non-Delivery Or Repudiation
  A. Subject to the provisions of this chapter with respect to proof of market price (section 47-2723), the measure of damages for non-delivery or...
• § 47-2714 Buyer's Damages For Breach In Regard To Accepted Goods
  A. Where the buyer has accepted goods and given notification (subsection C of section 47-2607) he may recover as damages for any non-conformity of...
• § 47-2715 Buyer's Incidental And Consequential Damages
  A. Incidental damages resulting from the seller's breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected,...
• § 47-2716 Buyer's Right To Specific Performance Or Replevin
  A. Specific performance may be decreed where the goods are unique or in other proper circumstances. B. The decree for specific performance may include...
• § 47-2717 Deduction Of Damages From The 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...
• § 47-2718 Liquidation Or Limitation Of Damages; Deposits
  A. Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light...
• § 47-2719 Contractual Modification Or Limitation Of Remedy
  A. Subject to the provisions of subsections B and C of this section and of section 47-2718 on liquidation and limitation of damages: 1....
• § 47-2720 Effect Of "Cancellation" Or "Rescission" On Claims For Antecedent Breach
  Unless the contrary intention clearly appears, expressions of " cancellation" or " rescission" of the contract or the like shall not be construed as...
• § 47-2721 Remedies For Fraud
  Remedies for material misrepresentation or fraud include all remedies available under this chapter for non-fraudulent breach. Neither rescission or a claim for rescission of...
• § 47-2722 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...
• § 47-2723 Proof Of Market Price: Time And Place
  A. If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the...
• § 47-2724 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...
• § 47-2725 Statute Of Limitations In Contracts For Sale
  A. An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By...

Chapter 2 LEASES
Article 1 General Provisions

• § 47-2a101 Short Title
  This chapter shall be known and may be cited as the uniform commercial code-leases.
• § 47-2a102 Scope
  This chapter applies to any transaction, regardless of form, that creates a lease.
• § 47-2a103 Definitions And Index Of Definitions
  A. In this chapter, unless the context otherwise requires: 1. " Buyer in ordinary course of business" means a person who in good faith...
• § 47-2a104 Leases Subject To Other Law
  A. A lease, although subject to this chapter, is also subject to any applicable: 1. Certificate of title statute of this state; 2. Certificate...
• § 47-2a105 Territorial Application Of Chapter To Goods Covered By Certificate Of Title
  Subject to the provisions of section 47-2A304, subsection C and section 47-2A305, subsection C, with respect to goods covered by a certificate of title...
• § 47-2a106 Limitation On Power Of Parties To Consumer Lease To Choose Applicable Law And Judicial Forum
  A. If the law chosen by the parties to a consumer lease is that of a jurisdiction other than a jurisdiction in which the...
• § 47-2a107 Waiver Or Renunciation Of Claim Or Right After Default
  Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration...
• § 47-2a108 Unconscionability
  A. If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable...
• § 47-2a109 Option To Accelerate At Will
  A. A term providing that one party or his successor in interest may accelerate payment or performance or require collateral or additional collateral "...

Article 2 Formation and Construction of Lease Contract

• § 47-2a201 Statute Of Frauds
  A. A lease contract is not enforceable by way of action or defense unless: 1. The total payments to be made under the lease...
• § 47-2a202 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...
• § 47-2a203 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...
• § 47-2a204 Formation In General
  A. A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of...
• § 47-2a205 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...
• § 47-2a206 Offer And Acceptance In Formation Of Lease Contract
  A. Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in...
• § 47-2a208 Modification, Rescission And Waiver
  A. An agreement modifying a lease contract needs no consideration to be binding. B. A signed lease agreement that excludes modification or rescission except...
• § 47-2a209 Lessee Under Finance Lease As Beneficiary Of Supply Contract
  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...
• § 47-2a210 Express Warranties
  A. Express warranties by the lessor are created as follows: 1. Any affirmation of fact or promise made by the lessor to the lessee...
• § 47-2a211 Warranties Against Interference And Against Infringement; Lessee's Obligation Against Infringement
  A. There is in a lease contract a warranty that for the lease term no person holds a claim to or interest in the...
• § 47-2a212 Implied Warranty Of Merchantability
  A. Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is...
• § 47-2a213 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...
• § 47-2a214 Exclusion Or Modification Of Warranties
  A. Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must...
• § 47-2a215 Cumulation And Conflict Of Warranties Express Or Implied
  Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention...
• § 47-2a216 Third-Party Beneficiaries Of Express And Implied Warranties
  A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any natural person who is...
• § 47-2a217 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...
• § 47-2a218 Insurance And Proceeds
  A. A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and...
• § 47-2a219 Risk Of Loss
  A. Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee....
• § 47-2a220 Effect Of Default On Risk Of Loss
  A. Where risk of loss is to pass to the lessee and the time of passage is not stated: 1. If a tender or...
• § 47-2a221 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...

Article 3 Effect of Lease Contract

• § 47-2a301 Enforceability Of Lease Contract
  Except as otherwise provided in this chapter, a lease contract is effective and enforceable according to its terms between the parties, against purchasers of...
• § 47-2a302 Title To And Possession Of Goods
  Except as otherwise provided in this chapter, each provision of this chapter applies whether the lessor or a third party has title to the...
• § 47-2a303 Alienability Of Party's Interest Under Lease Contract Or Of Lessor's Residual Interest In Goods; Delegation Of Performance; Transfer Of Rights
  A. As used in this section, " creation of a security interest" includes the sale of a lease contract that is subject to chapter...
• § 47-2a304 Subsequent Lease Of Goods By Lessor
  A. Subject to section 47-2A303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the...
• § 47-2a305 Sale Or Sublease Of Goods By Lessee
  A. Subject to the provisions of section 47-2A303, a buyer or sublessee from the lessee of goods under an existing lease contract obtains, to...
• § 47-2a306 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...
• § 47-2a307 Priority Of Liens Arising By Attachment Or Levy On, Security Interests In And Other Claims To Goods
  A. Except as otherwise provided in section 47-2A306, a creditor of a lessee takes subject to the lease contract. B. Except as otherwise provided...
• § 47-2a308 Special Rights Of Creditors
  A. A creditor of a lessor in possession of goods subject to a lease contract may treat the lease contract as void if as...
• § 47-2a309 Lessor's And Lessee's Rights When Goods Become Fixtures
  A. In this section: 1. Goods are " fixtures" when they become so related to particular real estate that an interest in them arises...
• § 47-2a310 Lessor's And Lessee's Rights When Goods Become Accessions
  A. Goods are " accessions" when they are installed in or affixed to other goods. B. The interest of a lessor or a lessee...
• § 47-2a311 Priority Subject To Subordination
  Nothing in this article prevents subordination by agreement by any person entitled to priority.

Article 4 Performance of Lease Contract Repudiated, Substituted and Excused

• § 47-2a401 Insecurity; Adequate Assurance Of Performance
  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...
• § 47-2a402 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...
• § 47-2a403 Retraction Of Anticipatory Repudiation
  A. Until the repudiating party's next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has...
• § 47-2a404 Substituted Performance
  A. If without fault of the lessee, the lessor and the supplier, the agreed berthing, loading or unloading facilities fail or the agreed type...
• § 47-2a405 Excused Performance
  Subject to section 47-2A404 on substituted performance, the following rules apply: 1. Delay in delivery or nondelivery in whole or in part by a...
• § 47-2a406 Procedure On Excused Performance
  A. If the lessee receives notification of a material or indefinite delay or an allocation justified under section 47-2A405, the lessee may by written...
• § 47-2a407 Irrevocable Promises; Finance Leases
  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...

Article 5 Default

• § 47-2a501 Default; Procedure
  A. Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this chapter. B....
• § 47-2a502 Notice After Default
  Except as otherwise provided in this chapter or the lease agreement, the lessor or lessee in default under the lease contract is not entitled...
• § 47-2a503 Modification Or Impairment Of Rights And Remedies
  A. Except as otherwise provided in this chapter, the lease agreement may include rights and remedies for default in addition to or in substitution...
• § 47-2a504 Liquidation Of Damages
  A. Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits...
• § 47-2a505 Cancellation And Termination And Effect Of Cancellation, Termination, Rescission Or Fraud On Rights And Remedies
  A. On cancellation of the lease contract, all obligations that are still executory on both sides are discharged, but any right based on prior...
• § 47-2a506 Statute Of Limitations
  A. An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within four years after the cause...
• § 47-2a507 Proof Of Market Rent; Time And Place
  A. Damages based on market rent (section 47-2A519 or 47-2A528) are determined according to the rent for the use of the goods concerned for...
• § 47-2a508 Lessee's Remedies
  A. If a lessor fails to deliver the goods in conformity to the lease contract (section 47-2A509) or repudiates the lease contract (section 47-2A402),...
• § 47-2a509 Lessee's Rights On Improper Delivery; Rightful Rejection
  A. Subject to the provisions of section 47-2A510 on default in installment lease contracts, if the goods or the tender or delivery fail in...
• § 47-2a510 Installment Lease Contracts; Rejection And Default
  A. Under an installment lease contract a lessee may reject any delivery that is nonconforming if the nonconformity substantially impairs the value of that...
• § 47-2a511 Merchant Lessee's Duties As To Rightfully Rejected Goods
  A. Subject to any security interest of a lessee (section 47-2A508, subsection E), if a lessor or a supplier has no agent or place...
• § 47-2a512 Lessee's Duties As To Rightfully Rejected Goods
  A. Except as otherwise provided with respect to goods that threaten to decline in value speedily (section 47-2A511) and subject to any security interest...
• § 47-2a513 Cure By Lessor Of Improper Tender Or Delivery; Replacement
  A. If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet...
• § 47-2a514 Waiver Of Lessee's Objections
  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...
• § 47-2a515 Acceptance Of Goods
  A. Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods and: 1. The lessee signifies or acts...
• § 47-2a516 Effect Of Acceptance Of Goods; Notice Of Default; Burden Of Establishing Default After Acceptance; Notice Of Claim Or Litigation To Person Answerable Over
  A. A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or...
• § 47-2a517 Revocation Of Acceptance Of Goods
  A. A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee...
• § 47-2a518 Cover; Substitute Goods
  A. After a default by a lessor under the lease contract of the type described in section 47-2A508, subsection A, or, if agreed, after...
• § 47-2a519 Lessee's Damages For Nondelivery, Repudiation, Default And Breach Of Warranty In Regard To Accepted Goods
  A. Except as otherwise provided with respect to damages liquidated in the lease agreement (section 47-2A504) or otherwise determined pursuant to agreement of the...
• § 47-2a520 Lessee's Incidental And Consequential Damages
  A. Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected...
• § 47-2a521 Lessee's Right To Specific Performance Or Replevin
  A. Specific performance may be decreed if the goods are unique or in other proper circumstances. B. A decree for specific performance may include...
• § 47-2a522 Lessee's Right To Goods On Lessor's Insolvency
  A. Subject to subsection B of this section and even though the goods have not been shipped, a lessee who has paid a part...
• § 47-2a523 Lessor's Remedies
  A. If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to...
• § 47-2a524 Lessor's Right To Identify Goods To Lease Contract
  A. After default by the lessee under the lease contract of the type described in section 47-2A523, subsection A or section 47-2A523, subsection C,...
• § 47-2a525 Lessor's Right To Possession Of Goods
  A. If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods. B. After a default by the...
• § 47-2a526 Lessor's Stoppage Of Delivery In Transit Or Otherwise
  A. A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to...
• § 47-2a527 Lessor's Rights To Dispose Of Goods
  A. After a default by a lessee under the lease contract of the type described in section 47-2A523, subsection A or subsection C, paragraph...
• § 47-2a528 Lessor's Damages For Nonacceptance, Failure To Pay, Repudiation Or Other Default
  A. Except as otherwise provided with respect to damages liquidated in the lease agreement (section 47-2A504) or otherwise determined pursuant to agreement of the...
• § 47-2a529 Lessor's Action For The Rent
  A. After default by the lessee under the lease contract of the type described in section 47-2A523, subsection A or subsection C, paragraph 1...
• § 47-2a530 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...
• § 47-2a531 Standing To Sue Third Parties For Injury To Goods
  A. If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a...
• § 47-2a532 Lessor's Rights To Residual Interest
  In addition to any other recovery permitted by this chapter or other law, the lessor may recover from the lessee an amount that will...

Chapter 3 NEGOTIABLE INSTRUMENTS
Article 1 General Provisions and Definitions

• § 47-3101 Short Title
  This chapter may be cited as the Uniform Commercial Code -- Negotiable Instruments.
• § 47-3102 Subject Matter
  A. This chapter applies to negotiable instruments. It does not apply to money, to payment orders governed by chapter 4A of this title or...
• § 47-3103 Definitions
  A. In this chapter: 1. " Acceptor" means a drawee who has accepted a draft. 2. " Drawee" means a person ordered in a...
• § 47-3104 Negotiable Instrument
  A. Except as provided in subsections C and D, " negotiable instrument" means an unconditional promise or order to pay a fixed amount of...
• § 47-3105 Issue Of Instrument
  A. " Issue" means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose...
• § 47-3106 Unconditional Promise Or Order
  A. Except as provided in this section, for the purposes of section 47-3104, subsection A, a promise or order is unconditional unless it states:...
• § 47-3107 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...
• § 47-3108 Payable On Demand Or At Definite Time
  A. A promise or order is " payable on demand" if it: 1. States that it is payable on demand or at sight, or...
• § 47-3109 Payable To Bearer Or To Order
  A. A promise or order is payable to bearer if it: 1. States that it is payable to bearer or to the order of...
• § 47-3110 Identification Of Person To Whom Instrument Is Payable
  A. The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as,...
• § 47-3111 Place Of Payment
  Except as otherwise provided for items in chapter 4 of this title, an instrument is payable at the place of payment stated in the...
• § 47-3112 Interest
  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...
• § 47-3113 Date Of Instrument
  A. An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed...
• § 47-3114 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.
• § 47-3115 Incomplete Instrument
  A. " Incomplete instrument" means a signed writing, whether or not issued by the signer, the contents of which show at the time of...
• § 47-3116 Joint And Several Liability; Contribution
  A. Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors,...
• § 47-3117 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...
• § 47-3118 Statute Of Limitations
  A. Except as provided in subsection E, an action to enforce the obligation of a party to pay a note payable at a definite...
• § 47-3119 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 chapter or chapter 4 of...

Article 2 Negotiation, Transfer and Indorsement

• § 47-3201 Negotiation
  A. " Negotiation" means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a...
• § 47-3202 Negotiation Subject To Rescission
  A. Negotiation is effective even if obtained: 1. From an infant, a corporation exceeding its powers or a person without capacity; 2. By fraud,...
• § 47-3203 Transfer Of Instrument; Rights Acquired By Transfer
  A. An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person...
• § 47-3204 Indorsement
  A. " Indorsement" means a signature, other than that of a signer as maker, drawer or acceptor, that alone or accompanied by other words...
• § 47-3205 Special Indorsement; Blank Indorsement; Anomalous Indorsement
  A. If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the...
• § 47-3206 Restrictive Indorsement
  A. An indorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent...
• § 47-3207 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...

Article 3 Enforcement of Instruments

• § 47-3301 Person Entitled To Enforce Instrument
  " Person entitled to enforce" an instrument means the holder of the instrument, a nonholder in possession of the instrument who has the rights...
• § 47-3302 Holder In Due Course
  A. Subject to subsection C of this section and section 47-3106, subsection D, " holder in due course" means the holder of an instrument...
• § 47-3303 Value And Consideration
  A. An instrument is issued or transferred for value if: 1. The instrument is issued or transferred for a promise of performance, to the...
• § 47-3304 Overdue Instrument
  A. An instrument payable on demand becomes overdue at the earliest of the following times: 1. On the day after the day demand for...
• § 47-3305 Defenses And Claims In Recoupment
  A. Except as stated in subsection B of this section, the right to enforce the obligation of a party to pay an instrument is...
• § 47-3306 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...
• § 47-3307 Notice Of Breach Of Fiduciary Duty
  A. In this section: 1. " Fiduciary" means an agent, trustee, partner, corporate officer or director or other representative owing a fiduciary duty with...
• § 47-3308 Proof Of Signatures And Status As Holder In Due Course
  A. In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless...
• § 47-3309 Enforcement Of Lost, Destroyed Or Stolen Instrument
  A. A person not in possession of an instrument is entitled to enforce the instrument if: 1. The person was in possession of the...
• § 47-3310 Effect Of Instrument On Obligation For Which Taken
  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...
• § 47-3311 Accord And Satisfaction By Use Of Instrument
  A. If a person against whom a claim is asserted proves that the person in good faith tendered an instrument to the claimant as...
• § 47-3312 Lost, Destroyed Or Stolen Cashier's Check, Teller's Check Or Certified Check
  A. In this section: 1. " Check" means a cashier's check, teller's check or certified check. 2. " Claimant" means a person who claims...

Article 4 Liability of Parties

• § 47-3401 Signature
  A. A person is not liable on an instrument unless: 1. The person signed the instrument; or 2. The person is represented by an...
• § 47-3402 Signature By Representative
  A. If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person...
• § 47-3403 Unauthorized Signature
  A. Unless otherwise provided in this chapter or chapter 4 of this title, an unauthorized signature is ineffective except as the signature of the...
• § 47-3404 Impostors; Fictitious Payees
  A. If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor,...
• § 47-3405 Employer's Responsibility For Fraudulent Indorsement By Employee
  A. In this section: 1. " Employee" includes an independent contractor and employee of an independent contractor retained by the employer. 2. " Fraudulent...
• § 47-3406 Negligence Contributing To Forged Signature Or Alteration Of Instrument
  A. A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged...
• § 47-3407 Alteration
  A. " Alteration" means: 1. An unauthorized change in an instrument that purports to modify in any respect the obligation of a party; or...
• § 47-3408 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...
• § 47-3409 Acceptance Of Draft; Certified Check
  A. " Acceptance" means the drawee's signed agreement to pay a draft as presented. It must be written on the draft and may consist...
• § 47-3410 Acceptance Varying Draft
  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...
• § 47-3411 Refusal To Pay Cashier's Checks, Teller's Checks And Certified Checks
  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...
• § 47-3412 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: 1. According to...
• § 47-3413 Obligation Of Acceptor
  A. The acceptor of a draft is obliged to pay the draft: 1. According to its terms at the time it was accepted, even...
• § 47-3414 Obligation Of Drawer
  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...
• § 47-3415 Obligation Of Indorser
  A. Subject to subsections B, C, D and E of this section and to section 47-3419, subsection D, if an instrument is dishonored, an...
• § 47-3416 Transfer Warranties
  A. A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by indorsement, to any subsequent transferee...
• § 47-3417 Presentment Warranties
  A. If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person...
• § 47-3418 Payment Or Acceptance By Mistake
  A. Except as provided in subsection C of this section, if the drawee of a draft pays or accepts the draft and the drawee...
• § 47-3419 Instruments Signed For Accommodation
  A. If an instrument is issued for value given for the benefit of a party to the instrument (" accommodated party" ) and another...
• § 47-3420 Conversion Of Instrument
  A. The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other...

Article 5 Dishonor

• § 47-3501 Presentment
  A. " Presentment" means a demand made by or on behalf of a person entitled to enforce an instrument: 1. To pay the instrument...
• § 47-3502 Dishonor
  A. Dishonor of a note is governed by the following rules: 1. If the note is payable on demand, the note is dishonored if...
• § 47-3503 Notice Of Dishonor
  A. The obligation of an indorser stated in section 47-3415, subsection A and the obligation of a drawer stated in section 47-3414, subsection D...
• § 47-3504 Excused Presentment And Notice Of Dishonor
  A. Presentment for payment or acceptance of an instrument is excused if: 1. The person entitled to present the instrument cannot with reasonable diligence...
• § 47-3505 Evidence Of Dishonor
  A. The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated: 1. A document regular...

Article 6 Discharge and Payment

• § 47-3601 Discharge And Effect Of Discharge
  A. The obligation of a party to pay the instrument is discharged as stated in this chapter or by an act or agreement with...
• § 47-3602 Payment
  A. Subject to subsection B of this section, an instrument is paid to the extent payment is made by or on behalf of a...
• § 47-3603 Tender Of Payment
  A. If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect...
• § 47-3604 Discharge By Cancellation Or Renunciation
  A. A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument: 1....
• § 47-3605 Discharge Of Indorsers And Accommodation Parties
  A. In this section, the term " indorser" includes a drawer having the obligation described in section 47-3414, subsection D. B. Discharge, under section...

Chapter 4 BANK DEPOSITS AND COLLECTIONS
Article 1 General Provisions and Definitions

• § 47-4101 Short Title
  This chapter may be cited as the uniform commercial code -- bank deposits and collections.
• § 47-4102 Applicability
  A. To the extent that items within this chapter are also within chapters 3 and 8 of this title, they are subject to those...
• § 47-4103 Variation By Agreement; Measure Of Damages; Action Constituting Ordinary Care
  A. The effect of the provisions of this chapter may be varied by agreement, but the parties to the agreement cannot disclaim a bank's...
• § 47-4104 Definitions And Index Of Definitions
  A. In this chapter, unless the context otherwise requires: 1. " Account" means any deposit or credit account with a bank, including a demand,...
• § 47-4105 "Bank"; "Depositary Bank"; "Payor Bank"; "Intermediary Bank"; "Collecting Bank"; "Presenting Bank"
  In this chapter: 1. " Bank" means a person engaged in the business of banking, including a savings bank, savings and loan association, credit...
• § 47-4106 Payable Through Or Payable At Bank; Collecting Bank
  A. If an item states that it is " payable through" a bank identified in the item: 1. The item designates the bank as...
• § 47-4107 Separate Office Of 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...
• § 47-4108 Time Of Receipt Of Items
  A. For the purpose of allowing time to process items, prove balances and make the necessary entries on its books to determine its position...
• § 47-4109 Delays
  A. Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specific item drawn on a payor other...
• § 47-4110 Electronic Presentment
  A. " Agreement for electronic presentment" means an agreement, clearing-house rule or federal reserve regulation or operating circular providing that presentment of an item...
• § 47-4111 Statute Of Limitations
  An action to enforce an obligation, duty or right arising under this chapter must be commenced within three years after the cause of action

Article 2 Collection of Items; Depositary and Collecting Banks

• § 47-4201 Status Of Collecting Bank As Agent And Provisional Status Of Credits; Applicability Of Chapter; Item Indorsed "Pay Any Bank"
  A. Unless a contrary intent clearly appears before the time that a settlement given by a collecting bank for an item is or becomes...
• § 47-4202 Responsibility For Collection Or Return; When Action Timely
  A. A collecting bank must exercise ordinary care in: 1. Presenting an item or sending it for presentment; 2. Sending notice of dishonor or...
• § 47-4203 Effect Of Instructions
  Subject to chapter 3 of this title concerning conversion of instruments (section 47-3420) and restrictive indorsements (section 47-3206), only a collecting bank's transferor can...
• § 47-4204 Methods Of Sending And Presenting; Sending Directly To Payor Bank
  A. A collecting bank shall send items by a reasonably prompt method, taking into consideration relevant instructions, the nature of the item, the number...
• § 47-4205 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...
• § 47-4206 Transfer Between Banks
  Any agreed method that identifies the transferor bank is sufficient for the item's further transfer to another bank.
• § 47-4207 Transfer Warranties
  A. A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any...
• § 47-4208 Presentment Warranties
  A. If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person...
• § 47-4209 Encoding And Retention Warranties
  A. A person who encodes information on or with respect to an item after issue warrants to any subsequent collecting bank and to the...
• § 47-4210 Security Interest Of Collecting Bank In Items, Accompanying Documents And Proceeds
  A. A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either: 1. In case of...
• § 47-4211 When Bank Gives Value For Purposes Of Holder In Due Course
  For purposes of determining its status as a holder in due course, a bank has given value to the extent it has a security...
• § 47-4212 Presentment By Notice Of Item Not Payable By, Through Or At A Bank; Liability Of Drawer Or Indorser
  A. Unless otherwise instructed, a collecting bank may present an item not payable by, through or at a bank by sending to the party...
• § 47-4213 Medium And Time Of Settlement By Bank
  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...
• § 47-4214 Right Of Charge-Back Or Refund; Liability Of Collecting Bank; Return Of Item
  A. If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments...
• § 47-4215 Final Payment Of Item By Payor Bank; When Provisional Debits And Credits Become Final; When Certain Credits Become Available For Withdrawal
  A. An item is finally paid by a payor bank when the bank has first done any of the following: 1. Paid the item...
• § 47-4216 Insolvency And Preference
  A. If an item is in or comes into the possession of a payor or collecting bank that suspends payment and the item has...

Article 3 Collection of Items; Payor Banks

• § 47-4301 Deferred Posting; Recovery Of Payment By Return Of Items; Time Of Dishonor; Return Of Items By Payor Bank
  A. If a payor bank settles for a demand item other than a documentary draft presented otherwise than for immediate payment over the counter...
• § 47-4302 Payor Bank's Responsibility For Late Return Of Item
  A. If an item is presented to and received by a payor bank, the bank is accountable for the amount of: 1. A demand...
• § 47-4303 When Items Subject To Notice, Stop-Payment Order, Legal Process Or Setoff; Order In Which Items May Be Charged Or Certified
  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...

Article 4 Relationship Between Payor Bank and Its Customer

• § 47-4401 When Bank May Charge Customer's Account
  A. A bank may charge against the account of a customer an item that is properly payable from that account even though the charge...
• § 47-4402 Bank's Liability To Customer For Wrongful Dishonor; Time Of Determining Insufficiency Of Amount
  A. Except as otherwise provided in this chapter, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable,...
• § 47-4403 Customer's Right To Stop Payment; Burden Of Proof Of Loss
  A. A customer or any person authorized to draw on the account if there is more than one person may stop payment of any...
• § 47-4404 Bank Not Obligated To Pay Check More Than Six Months Old
  A bank is under no obligation to a customer having a checking account to pay a check, other than a certified check, which is...
• § 47-4405 Death Or Incompetence Of Customer
  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...
• § 47-4406 Customer's Duty To Discover And Report Unauthorized Signature Or Alteration
  A. A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either...
• § 47-4407 Payor Bank's Right 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...

Article 5 Collection of Documentary Drafts

• § 47-4501 Handling Of Documentary Drafts; Duty To Send For Presentment And To Notify Customer Of Dishonor
  A bank that takes a documentary draft for collection shall present or send the draft and accompanying documents for presentment and, upon learning that...
• § 47-4502 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...
• § 47-4503 Responsibility Of Presenting Bank For Documents And Goods; Report Of Reasons For Dishonor; Referee In Case Of Need
  Unless otherwise instructed and except as provided in chapter 5 of this title, a bank presenting a documentary draft: 1. Must deliver the documents...
• § 47-4504 Privilege Of Presenting Bank To Deal With Goods; Security Interest For Expenses
  A. A presenting bank that, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable...

Chapter 4 FUNDS TRANSFERS
Article 1 Subject Matter and Definitions

• § 47-4a101 Short Title
  This chapter may be cited as uniform commercial code--funds transfers.
• § 47-4a102 Subject Matter
  Except as otherwise provided in section 47-4A108 this chapter applies to funds transfers defined in section 47-4A104.
• § 47-4a103 Payment Order; Definitions
  A. In this chapter: 1. " Payment order" means an instruction of a sender to a receiving bank, transmitted orally, electronically or in writing,...
• § 47-4a104 Funds Transfer; Definitions
  In this chapter: 1. " Funds transfer" means the series of transactions, beginning with the originator's payment order, made for the purpose of making...
• § 47-4a105 Other Definitions
  A. In this chapter: 1. " Authorized account" means a deposit account of a customer in a bank designated by the customer as a...
• § 47-4a106 Time Payment Order Is Received
  A. The time of receipt of a payment order or communication cancelling or amending a payment order is determined by the rules applicable to...
• § 47-4a107 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...
• § 47-4a108 Relationship To Electronic Fund Transfer Act
  A. Except as provided in subsection B of this section, this chapter does not apply to a funds transfer any part of which is...

Article 2 Issue and Acceptance of Payment Order

• § 47-4a201 Security Procedure
  " Security procedure" means a procedure established by agreement of a customer and a receiving bank for the purpose of verifying that a payment...
• § 47-4a202 Authorized And Verified Payment Orders
  A. A payment order received by the receiving bank is the authorized order of the person identified as sender if that person authorized the...
• § 47-4a203 Unenforceability Of Certain Verified Payment Orders
  A. If an accepted payment order is not, under section 47-4A202, subsection A, an authorized order of a customer identified as sender, but is...
• § 47-4a204 Refund Of Payment And Duty Of Customer To Report With Respect To Unauthorized Payment Order
  A. If a receiving bank accepts a payment order issued in the name of its customer as sender which is not authorized and not...
• § 47-4a205 Erroneous Payment Orders
  A. If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order erroneously instructed...
• § 47-4a206 Transmission Of Payment Order Through Funds-Transfer Or Other Communication System
  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...
• § 47-4a207 Misdescription Of Beneficiary
  A. Subject to subsection B, if, in a payment order received by the beneficiary's bank, the name, bank account number or other identification of...
• § 47-4a208 Misdescription Of Intermediary Bank Or Beneficiary's Bank
  A. The following rules apply to a payment order identifying an intermediary bank or the beneficiary's bank only by an identifying number: 1. The...
• § 47-4a209 Acceptance Of Payment Order
  A. Subject to subsection D of this section, a receiving bank other than the beneficiary's bank accepts a payment order when it executes the...
• § 47-4a210 Rejection Of Payment Order
  A. A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally, electronically or in writing....
• § 47-4a211 Cancellation And Amendment Of Payment Order
  A. A communication of the sender of a payment order cancelling or amending the order may be transmitted to the receiving bank orally, electronically...
• § 47-4a212 Liability And Duty Of Receiving Bank Regarding Unaccepted Payment Order
  If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for...

Article 3 Execution of Sender's Payment Order by Receiving Bank

• § 47-4a301 Execution And Execution Date
  A. A payment order is " executed" by the receiving bank when it issues a payment order intended to carry out the payment order...
• § 47-4a302 Obligations Of Receiving Bank In Execution Of Payment Order
  A. Except as provided in subsections B, C and D of this section, if the receiving bank accepts a payment order pursuant to section...
• § 47-4a303 Erroneous Execution Of Payment Order
  A. A receiving bank that executes the payment order of the sender by issuing a payment order in an amount greater than the amount...
• § 47-4a304 Duty Of Sender To Report Erroneously Executed Payment Order
  If the sender of a payment order that is erroneously executed as stated in section 47-4A303 receives notification from the receiving bank that the...
• § 47-4a305 Liability For Late Or Improper Execution Or Failure To Execute Payment Order
  A. If a funds transfer is completed but execution of a payment order by the receiving bank in breach of section 47-4A302 results in...

Article 4 Payment

• § 47-4a401 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...
• § 47-4a402 Obligation Of Sender To Pay Receiving Bank
  A. This section is subject to sections 47-4A205 and 47-4A207. B. With respect to a payment order issued to the beneficiary's bank, acceptance of...
• § 47-4a403 Payment By Sender To Receiving Bank
  A. Payment of the sender's obligation under section 47-4A402 to pay the receiving bank occurs as follows: 1. If the sender is a bank,...
• § 47-4a404 Obligation Of Beneficiary's Bank To Pay And Give Notice To Beneficiary
  A. Subject to section 47-4A211, subsection E and section 47-4A405, subsections D and E, if a beneficiary's bank accepts a payment order, the bank...
• § 47-4a405 Payment By Beneficiary's Bank To Beneficiary
  A. If the beneficiary's bank credits an account of the beneficiary of a payment order, payment of the bank's obligation under section 47-4A404, subsection...
• § 47-4a406 Payment By Originator To Beneficiary; Discharge Of Underlying Obligation
  A. Subject to section 47-4A211, subsection E and section 47-4A405, subsections D and E, the originator of a funds transfer pays the beneficiary of...

Article 5 Miscellaneous Provisions

• § 47-4a501 Variation By Agreement And Effect Of Funds-Transfer System Rule
  A. Except as otherwise provided in this chapter, the rights and obligations of a party to a funds transfer may be varied by agreement...
• § 47-4a502 Creditor Process Served On Receiving Bank; Setoff By Beneficiary's Bank
  A. As used in this section, " creditor process" means levy, attachment, garnishment, notice of lien, sequestration or similar process issued by or on...
• § 47-4a503 Injunction Or Restraining Order With Respect To Funds Transfer
  For proper cause and in compliance with applicable law, a court may restrain a person from issuing a payment order to initiate a funds...
• § 47-4a504 Order In Which Items And Payment Orders May Be Charged To Account; Order Of Withdrawals From Account
  A. If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items...
• § 47-4a505 Preclusion Of Objection To Debit Of Customer's Account
  If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as...
• § 47-4a506 Rate Of Interest
  A. If, under this chapter, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the...
• § 47-4a507 Choice Of Law
  A. The following rules apply unless the affected parties otherwise agree or subsection C applies: 1. The rights and obligations between the sender of...
• § 47-5101 Short Title
  This chapter may be cited as Uniform Commercial Code--Letters of Credit.
• § 47-5102 Definitions
  A. In this chapter: 1. " Adviser" means a person who, at the request of the issuer, a confirmer or another adviser, notifies or...
• § 47-5103 Scope
  A. This chapter applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. B. The...
• § 47-5104 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 by...
• § 47-5105 Consideration
  Consideration is not required to issue, amend, transfer or cancel a letter of credit, advice or confirmation.
• § 47-5106 Issuance; Amendment; Cancellation; Duration
  A. A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits...
• § 47-5107 Confirmer; Nominated Person
  A. A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of...
• § 47-5108 Issuer's Rights And Obligations
  A. Except as otherwise provided in section 47-5109, an issuer shall honor a presentation that, as determined by the standard practice referred to in...
• § 47-5109 Fraud And Forgery
  A. If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit,...
• § 47-5110 Warranties
  A. If its presentation is honored, the beneficiary warrants: 1. To the issuer, any other person to whom presentation is made and the applicant...
• § 47-5111 Remedies
  A. If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor or...
• § 47-5112 Transfer Of Letter Of Credit
  A. Except as otherwise provided in section 47-5113, unless a letter of credit provides that it is transferable, the right of a beneficiary to...
• § 47-5113 Transfer By Operation Of Law
  A. A successor of a beneficiary may consent to amendments, sign and present documents and receive payment or other items of value in the...
• § 47-5114 Assignment Of Proceeds
  A. In this section, " proceeds of a letter of credit" means the cash, check, accepted draft or other item of value paid or...
• § 47-5115 Statute Of Limitations
  An action to enforce a right or obligation arising under this article must be commenced within one year after the expiration date of the...
• § 47-5116 Choice Of Law And Forum
  A. The liability of an issuer, nominated person or adviser for action or omission is governed by the law of the jurisdiction chosen by...
• § 47-5117 Subrogation Of Issuer, Applicant And Nominated Person
  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...
• § 47-5118 Security Interest Of Issuer Or Nominated Person
  A. An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the...

Chapter 7 DOCUMENTS OF TITLE
Article 1 General

• § 47-7101 Short Title
  This chapter may be cited as uniform commercial code-documents of title.
• § 47-7102 Definitions And Index Of Definitions
  A. In this chapter, unless the context otherwise requires: 1. " Bailee" means a person that by a warehouse receipt, bill of lading or...
• § 47-7103 Relation Of Chapter To Treaty Or Statute
  A. This chapter is subject to any treaty or statute of the United States or regulatory statute of this state to the extent the...
• § 47-7104 Negotiable And Nonnegotiable Document Of Title
  A. Except as otherwise provided in subsection C, a document of title is negotiable if by its terms the goods are to be delivered...
• § 47-7105 Reissuance In Alternative Medium
  A. On request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document...
• § 47-7106 Control Of Electronic Document Of Title
  A. A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic...

Article 2 Warehouse Receipts: Special Provisions

• § 47-7201 Person That May Issue A Warehouse Receipt; Storage Under Bond
  A. A warehouse receipt may be issued by any warehouse. B. If goods, including distilled spirits and agricultural commodities, are stored under a statute...
• § 47-7202 Form Of Warehouse Receipt; Effect Of Omission
  A. A warehouse receipt need not be in any particular form. B. Unless a warehouse receipt provides for each of the following, the warehouse...
• § 47-7203 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, that relies on...
• § 47-7204 Duty Of Care; Contractual Limitation Of Warehouse's Liability
  A. A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard...
• § 47-7205 Title Under Warehouse Receipt Defeated In Certain Cases
  A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying...
• § 47-7206 Termination Of Storage At Warehouse's Option
  A. A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an...
• § 47-7207 Goods Must Be Kept Separate; Fungible
  A. Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all...
• § 47-7208 Altered Warehouse Receipts
  If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good faith purchaser for value and without notice...
• § 47-7209 Lien Of Warehouse
  A. A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds...
• § 47-7210 Enforcement Of Warehouse's Liens
  A. Except as otherwise provided in subsection B, a warehouse's lien may be enforced by public or private sale of the goods, in bulk...

Article 3 Bills of Lading: Special Provisions

• § 47-7301 Liability For Nonreceipt Or Misdescription; "Said To Contain"; "Shipper's Weight, Load And Count"; Improper Handling
  A. A consignee of a nonnegotiable bill of lading that has given value in good faith, or a holder to which a negotiable bill...
• § 47-7302 Through Bills Of Lading And Similar Documents Of Title
  A. The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a...
• § 47-7303 Diversion; Reconsignment; Change Of Instructions
  A. Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in...
• § 47-7304 Tangible Bills Of Lading In A Set
  A. Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is...
• § 47-7305 Destination Bills
  A. Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor,...
• § 47-7306 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.
• § 47-7307 Lien Of Carrier
  A. A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for...
• § 47-7308 Enforcement Of Carrier's Lien
  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...
• § 47-7309 Duty Of Care; Contractual Limitation Of Carrier's Liability
  A. A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods...

Article 4 Warehouse Receipts and Bills of Lading: General Obligations

• § 47-7401 Irregularities In Issue Of Receipt Or Bill Or Conduct Of Issuer
  The obligations imposed by this chapter on an issuer apply to a document of title even if: 1. The document does not comply with...
• § 47-7402 Duplicate Document Of Title; Overissue
  A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not...
• § 47-7403 Obligation Of Bailee To Deliver; Excuse
  A. A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections B and...
• § 47-7404 No Liability For Good Faith Delivery Pursuant To Document Of Title
  A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document...

Article 5 Warehouse Receipts and Bills of Lading: Negotiation and Transfer

• § 47-7501 Form Of Negotiation And Requirements Of Due Negotiation
  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...
• § 47-7502 Rights Acquired By Due Negotiation
  A. Subject to sections 47-7205 and 47-7503, a holder to which a negotiable document of title has been duly negotiated acquires thereby: 1. Title...
• § 47-7503 Document Of Title To Goods Defeated In Certain Cases
  A. A document of title confers no right in goods against a person that before issuance of the document had a legal interest or...
• § 47-7504 Rights Acquired In Absence Of Due Negotiation; Effect Of Diversion; Stoppage Of Delivery
  A. A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires...
• § 47-7505 Indorser Not Guarantor For Other Parties
  The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee...
• § 47-7506 Delivery Without Indorsement; Right To Compel Indorsement
  The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the...
• § 47-7507 Warranties On Negotiation Or Delivery Of Document Of Title
  If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under section 47-7508, unless otherwise agreed,...
• § 47-7508 Warranties Of Collecting Bank As To Documents Of Title
  A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft...
• § 47-7509 Adequate Compliance With Commercial Contract
  Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease or the conditions of...

Article 6 Warehouse Receipts and Bills of Lading: Miscellaneous Provisions

• § 47-7601 Lost, Stolen Or Destroyed Documents Of Title
  A. If a document of title is lost, stolen or destroyed, a court may order delivery of the goods or issuance of a substitute...
• § 47-7602 Judicial Process Against Goods Covered By Negotiable Document Of Title
  Unless a document of title was originally issued on delivery of the goods by a person that did not have power to dispose of...
• § 47-7603 Conflicting Claims; Interpleader
  If more than one person claim title to or possession of the goods, the bailee is excused from delivery until the bailee has a...

Article 7 Miscellaneous Provisions

• § 47-7703 Applicability
  This chapter applies to a document of title that is issued or a bailment that arises on or after the effective date of this...
• § 47-7704 Savings Clause
  A document of title issued or a bailment that arises before the effective date of this chapter and the rights, obligations and interests flowing...

Chapter 8 INVESTMENT SECURITIES
Article 1 Short Title and General Matters

• § 47-8101 Short Title
  This chapter may be cited as the uniform commercial code--investment securities.
• § 47-8102 Definitions
  A. In this chapter, unless the context otherwise requires: 1. " Adverse claim" means a claim that a claimant has a property interest in...
• § 47-8103 Rules For Determining Whether Certain Obligations And Interests As Securities Or Financial Assets
  A. A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security. B. An...
• § 47-8104 Acquisition Of Security Or Financial Asset Or Interest Therein
  A. A person acquires a security or an interest therein, under this chapter, if: 1. The person is a purchaser to whom a security...
• § 47-8105 Notice Of Adverse Claim
  A. A person has notice of an adverse claim if: 1. The person knows of the adverse claim; 2. The person is aware of...
• § 47-8106 Control
  A. A purchaser has " control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. B. A...
• § 47-8107 Whether Indorsement, Instruction Or Entitlement Order Is Effective
  A. " Appropriate person" means: 1. With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement...
• § 47-8108 Warranties In Direct Holding
  A. A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is...
• § 47-8109 Warranties In Indirect Holding
  A. A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: 1. The entitlement order is made...
• § 47-8110 Applicability; Choice Of Law
  A. The local law of the issuer's jurisdiction, as specified in subsection D, governs: 1. The validity of a security; 2. The rights and...
• § 47-8111 Clearing Corporation Rules
  A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective...
• § 47-8112 Creditor's Legal Process
  A. The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate...
• § 47-8113 Statute Of Frauds Inapplicable
  A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing...
• § 47-8114 Evidentiary Rules Concerning Certificated Securities
  The following rules apply in an action on a certificated security against the issuer: 1. Unless specifically denied in the pleadings, each signature on...
• § 47-8115 Securities Intermediary And Others Not Liable To Adverse Claimant
  A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that...
• § 47-8116 Securities Intermediary As Purchaser For Value
  A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is...

Article 2 Issue and Issuer

• § 47-8201 Issuer
  A. With respect to an obligation on or a defense to a security, an " issuer" includes a person that: 1. Places or authorizes...
• § 47-8202 Issuer's Responsibility And Defenses; Notice Of Defect Or Defense
  A. Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms...
• § 47-8203 Staleness As Notice Of Defect Or Defense
  After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented...
• § 47-8204 Effect Of Issuer's Restriction On Transfer
  A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the...
• § 47-8205 Effect Of Unauthorized Signature On Security Certificate
  An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor...
• § 47-8206 Completion Or Alteration Of Security Certificate
  A. If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: 1. Any person...
• § 47-8207 Rights And Duties Of Issuer With Respect To Registered Owners
  A. Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of...
• § 47-8208 Effect Of Signature Of Authenticating Trustee, Registrar Or Transfer Agent
  A. A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the...
• § 47-8209 Issuer's Lien
  A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to...
• § 47-8210 Overissue
  A. In this section, " overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but...

Article 3 Transfer of Certificated and Uncertificated Securities

• § 47-8301 Delivery
  A. Delivery of a certificated security to a purchaser occurs when: 1. The purchaser acquires possession of the security certificate; 2. Another person, other...
• § 47-8302 Rights Of Purchaser
  A. Except as otherwise provided in subsections B and C, a purchaser of a certificated or uncertificated security acquires all rights in the security...
• § 47-8303 Protected Purchaser
  A. " Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: 1. Gives value; 2. Does...
• § 47-8304 Indorsement
  A. An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom...
• § 47-8305 Instruction
  A. If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as...
• § 47-8306 Effect Of Guaranteeing Signature, Indorsement Or Instruction
  A. A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: 1. The signature...
• § 47-8307 Purchaser's Right To Requisites For Registration Of Transfer
  Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any...

Article 4 Registration

• § 47-8401 Duty Of Issuer To Register Transfer
  A. If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented...
• § 47-8402 Assurance That Indorsement Or Instruction Is Effective; Definitions
  A. An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: 1. In all cases, a...
• § 47-8403 Demand That Issuer Not Register Transfer
  A. A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer...
• § 47-8404 Wrongful Registration
  A. Except as otherwise provided in section 47-8406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer...
• § 47-8405 Replacement Of Lost, Destroyed Or Wrongfully Taken Security Certificate
  A. If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully...
• § 47-8406 Obligation To Notify Issuer Of Lost, Destroyed Or Wrongfully Taken Security Certificate
  If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within...
• § 47-8407 Authenticating Trustee, Transfer Agent And Registrar
  A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities,...

Article 5 Security Entitlements

• § 47-8501 Securities Account; Acquisition Of Security Entitlement From Securities Intermediary
  A. " Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which...
• § 47-8502 Assertion Of Adverse Claim Against Entitlement Holder
  An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may...
• § 47-8503 Property Interest Of Entitlement Holder In Financial Asset Held By Securities Intermediary
  A. To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in...
• § 47-8504 Duty Of Securities Intermediary To Maintain Financial Asset
  A. A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements...
• § 47-8505 Duty Of Securities Intermediary With Respect To Payments And Distributions
  A. A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary...
• § 47-8506 Duty Of Securities Intermediary To Exercise Rights As Directed By Entitlement Holder
  A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary...
• § 47-8507 Duty Of Securities Intermediary To Comply With Entitlement Order
  A. A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has...
• § 47-8508 Duty Of Securities Intermediary To Change Entitlement Holder's Position To Other Form Of Security Holding
  A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for...
• § 47-8509 Specification Of Duties Of Securities Intermediary By Other Statute Or Regulation; Manner Of Performance Of Duties Of Securities Intermediary And Exercise Of Rights Of Entitlement Holder
  A. If the substance of a duty imposed upon a securities intermediary by sections 47-8504 through 47-8508 is the subject of other statute, regulation...
• § 47-8510 Rights Of Purchaser Of Security Entitlement From Entitlement Holder
  A. In a case not covered by the priority rules in chapter 9 of this title or the rules stated in subsection C of...
• § 47-8511 Priority Among Security Interests And Entitlement Holders
  A. Except as otherwise provided in subsections B and C, if a securities intermediary does not have sufficient interests in a particular financial asset...

Chapter 9 SECURED TRANSACTIONS
Article 1 General Provisions

• § 47-9101 Short Title
  This chapter may be cited as uniform commercial code secured transactions.
• § 47-9102 Definitions And Index Of Definitions
  A. In this chapter, unless the context otherwise requires: 1. " Accession" means goods that are physically united with other goods in such a...
• § 47-9103 Purchase Money Security Interest; Application Of Payments; Burden Of Establishing
  A. In this section: 1. " Purchase money collateral" means goods or software that secures a purchase money obligation incurred with respect to that...
• § 47-9104 Control Of Deposit Account
  A. A secured party has control of a deposit account if: 1. The secured party is the bank with which the deposit account is...
• § 47-9105 Control Of Electronic Chattel Paper
  A. A secured party has control of electronic chattel paper if a system employed for evidencing the transfer of interests in the chattel paper...
• § 47-9106 Control Of Investment Property
  A. A person has control of a certificated security, uncertificated security or security entitlement as provided in section 47-8106. B. A secured party has...
• § 47-9107 Control Of Letter-Of-credit Right
  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...
• § 47-9108 Sufficiency Of Description
  A. Except as otherwise provided in subsections C, D and E, a description of personal or real property is sufficient, whether or not it...
• § 47-9109 Scope
  A. Except as otherwise provided in subsections C and D of this section, this chapter applies to: 1. A transaction, regardless of its form,...
• § 47-9110 Security Interests Arising Under Sales And Leases
  A security interest arising under section 47-2401 or 47-2505 or section 47-2711, subsection C or section 47-2A508, subsection E is subject to this chapter....

Article 2 Effectiveness of Security Agreement, Attachment of Security Interest and Rights of Parties to Security Agreement

• § 47-9201 General Effectiveness Of Security Agreement
  A. Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the...
• § 47-9202 Title To Collateral Immaterial
  Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles or promissory notes, the provisions of this chapter...
• § 47-9203 Attachment And Enforceability Of Security Interest; Proceeds; Supporting Obligations; Formal Requisites
  A. A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones...
• § 47-9204 After-Acquired Property; Future Advances
  A. Except as otherwise provided in subsection B, a security agreement may create or provide for a security interest in after-acquired collateral. B. A...
• § 47-9205 Use Or Disposition Of Collateral Permissible
  A. A security interest is not invalid or fraudulent against creditors solely because: 1. The debtor has the right or ability to: (a) Use,...
• § 47-9206 Security Interest Arising In Purchase Or Delivery Of Financial Asset
  A. A security interest in favor of a securities intermediary attaches to a person's security entitlement if: 1. The person buys a financial asset...
• § 47-9207 Rights And Duties Of Secured Party Having Possession Or Control Of Collateral
  A. Except as otherwise provided in subsection D of this section, a secured party shall use reasonable care in the custody and preservation of...
• § 47-9208 Additional Duties Of Secured Party Having Control Of Collateral
  A. This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances,...
• § 47-9209 Duties Of Secured Party If Account Debtor Has Been Notified Of Assignment
  A. Except as otherwise provided in subsection C of this section, this section applies if: 1. There is no outstanding secured obligation; and 2....
• § 47-9210 Request For Accounting; Request Regarding List Of Collateral Or Statement Of Account
  A. In this section: 1. " Request" means a record of a type described in paragraph 2, 3 or 4 of this subsection. 2....

Article 3 Perfection and Priority

• § 47-9301 Law Governing Perfection And Priority Of Security Interests
  Except as otherwise provided in sections 47-9303 through 47-9306, the following rules determine the law governing perfection, the effect of perfection or nonperfection and...
• § 47-9302 Law Governing Perfection And Priority Of Agricultural Liens
  While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection and the...
• § 47-9303 Law Governing Perfection And Priority Of Security Interests In Goods Covered By A Certificate Of Title
  A. This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose...
• § 47-9304 Law Governing Perfection And Priority Of Security Interests In Deposit Accounts
  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...
• § 47-9305 Law Governing Perfection And Priority Of Security Interests In Investment Property
  A. Except as otherwise provided in subsection C of this section, the following rules apply: 1. While a security certificate is located in a...
• § 47-9306 Law Governing Perfection And Priority Of Security Interests In Letter-Of-credit Rights
  A. Subject to subsection C of this section, the local law of the issuer's jurisdiction or a nominated person's jurisdiction governs perfection, the effect...
• § 47-9307 Location Of Debtor; Definition
  A. In this section, " place of business" means a place where a debtor conducts its affairs. B. Except as otherwise provided in this...
• § 47-9308 When Security Interest Or Agricultural Lien Is Perfected; Continuity Of Perfection
  A. Except as otherwise provided in this section and section 47-9309, a security interest is perfected if it has attached and all of the...
• § 47-9309 Security Interest Perfected On Attachment
  The following security interests are perfected when they attach: 1. A purchase money security interest in consumer goods, except as otherwise provided in section...
• § 47-9310 When Filing Required To Perfect Security Interest Or Agricultural Lien; Security Interests And Agricultural Liens To Which Filing Provisions Do Not Apply
  A. Except as otherwise provided in subsection B of this section and section 47-9312, subsection B, a financing statement must be filed to perfect...
• § 47-9311 Perfection Of Security Interests In Property Subject To Certain Statutes, Regulations And Treaties
  A. Except as otherwise provided in subsection D of this section, the filing of a financing statement is not necessary or effective to perfect...
• § 47-9312 Perfection Of Security Interests In Chattel Paper, Deposit Accounts, Documents, Goods Covered By Documents, Instruments, Investment Property, Letter‑of‑credit Rights And Money; Perfection By Permissive Filing; Temporary Perfection Without Filing Or Transfer Of Possession
  A. A security interest in chattel paper, negotiable documents, instruments or investment property may be perfected by filing. B. Except as otherwise provided in...
• § 47-9313 When Possession By Or Delivery To Secured Party Perfects Security Interest Without Filing
  A. Except as otherwise provided in subsection B of this section, a secured party may perfect a security interest in tangible negotiable documents, goods,...
• § 47-9314 Perfection By Control
  A. A security interest in investment property, deposit accounts, letter-of-credit rights, electronic chattel paper or electronic documents may be perfected by control of the...
• § 47-9315 Secured Party's Rights On Disposition Of Collateral And In Proceeds
  A. Except as otherwise provided in this chapter and in section 47-2403, subsection B: 1. A security interest or agricultural lien continues in collateral...
• § 47-9316 Continued Perfection Of Security Interest Following Change In Governing Law
  A. A security interest perfected pursuant to the law of the jurisdiction designated in section 47-9301, paragraph 1 or section 47-9305, subsection C remains...
• § 47-9317 Interests That Take Priority Over Or Take Free Of Security Interest Or Agricultural Lien
  A. A security interest or agricultural lien is subordinate to the rights of: 1. A person entitled to priority under section 47-9322; and 2....
• § 47-9318 No Interest Retained In Right To Payment That Is Sold; Rights And Title Of Seller Of Account Or Chattel Paper With Respect To Creditors And Purchasers
  A. A debtor that has sold an account, chattel paper, payment intangible or promissory note does not retain a legal or equitable interest in...
• § 47-9319 Rights And Title Of Consignee With Respect To Creditors And Purchasers
  A. Except as otherwise provided in subsection B, for purposes of determining the rights of creditors of, and purchasers for value of goods from,...
• § 47-9320 Buyer Of Goods
  A. Except as otherwise provided in subsection E of this section, a buyer in ordinary course of business, other than a person buying farm...
• § 47-9321 Licensee Of General Intangible And Lessee Of Goods In Ordinary Course Of Business
  A. In this section, " licensee in ordinary course of business" means a person that becomes a licensee of a general intangible in good...
• § 47-9322 Priorities Among Conflicting Security Interests In And Agricultural Liens On Same Collateral
  A. Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to...
• § 47-9323 Future Advances
  A. Except as otherwise provided in subsection C of this section, for purposes of determining the priority of a perfected security interest under section...
• § 47-9324 Priority Of Purchase Money Security Interests
  A. Except as otherwise provided in subsection G of this section, a perfected purchase money security interest in goods other than inventory or livestock...
• § 47-9325 Priority Of Security Interests In Transferred Collateral
  A. Except as otherwise provided in subsection B of this section, a security interest created by a debtor is subordinate to a security interest...
• § 47-9326 Priority Of Security Interests Created By New Debtor
  A. Subject to subsection B of this section, a security interest that is created by a new debtor in collateral in which the new...
• § 47-9327 Priority Of Security Interests In Deposit Account
  The following rules govern priority among conflicting security interests in the same deposit account: 1. A security interest held by a secured party having...
• § 47-9328 Priority Of Security Interests In Investment Property
  The following rules govern priority among conflicting security interests in the same investment property: 1. A security interest held by a secured party having...
• § 47-9329 Priority Of Security Interests In Letter-Of-credit Right
  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 having...
• § 47-9330 Priority Of Purchaser Of Chattel Paper Or Instrument
  A. A purchaser of chattel paper has priority over a security interest in the chattel paper that is claimed merely as proceeds of inventory...
• § 47-9331 Priority Of Rights Of Purchasers Of Instruments, Documents And Securities Under Other Chapters; Priority Of Interests In Financial Assets And Security Entitlements Under Chapter 8 Of This Title
  A. This article does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable...
• § 47-9332 Transfer Of Money; Transfer Of Funds From Deposit Account
  A. A transferee of money takes the money free of a security interest unless the transferee acts in collusion with the debtor in violating...
• § 47-9333 Priority Of Certain Liens Arising By Operation Of Law
  A. In this section, " possessory lien" means an interest, other than a security interest or an agricultural lien: 1. That secures payment or...
• § 47-9334 Priority Of Security Interests In Fixtures And Crops
  A. A security interest under this chapter may be created in goods that are fixtures or may continue in goods that become fixtures. A...
• § 47-9335 Accessions
  A. A security interest may be created in an accession and continues in collateral that becomes an accession. B. If a security interest is...
• § 47-9336 Commingled Goods
  A. In this section, " commingled goods" means goods that are physically united with other goods in such a manner that their identity is...
• § 47-9337 Priority Of Security Interests In Goods Covered By Certificate Of Title
  If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this state issues a certificate of...
• § 47-9338 Priority Of Security Interest Or Agricultural Lien Perfected By Filed Financing Statement Providing Certain Incorrect Information
  If a security interest or agricultural lien is perfected by a filed financing statement providing information that is described in section 47-9516, subsection B,...
• § 47-9339 Priority Subject To Subordination
  This chapter does not preclude subordination by agreement by a person entitled to priority.
• § 47-9340 Effectiveness Of Right Of Recoupment Or Setoff Against Deposit Account
  A. Except as otherwise provided in subsection C of this section, a bank with which a deposit account is maintained may exercise any right...
• § 47-9341 Bank's Rights And Duties With Respect To Deposit Account
  Except as otherwise provided in section 47-9340, subsection C, and unless the bank otherwise agrees in an authenticated record, a bank's rights and duties...
• § 47-9342 Bank's Right To Refuse To Enter Into Or Disclose Existence Of Control Agreement
  This article does not require a bank to enter into an agreement of the kind described in section 47-9104, subsection A, paragraph 2, even...

Article 4 Rights of Third Parties

• § 47-9401 Alienability Of Debtor's Rights
  A. Except as otherwise provided in subsection B of this section and sections 47-9406, 47-9407, 47-9408 and 47-9409, whether a debtor's rights in collateral...
• § 47-9402 Secured Party Not Obligated On Contract Of Debtor Or In Tort
  The existence of a security interest, agricultural lien or authority given to a debtor to dispose of or use collateral, without more, does not...
• § 47-9403 Agreement Not To Assert Defenses Against Assignee
  A. In this section, " value" has the meaning provided in section 47-3303, subsection A. B. Except as otherwise provided in this section, an...
• § 47-9404 Rights Acquired By Assignee; Claims And Defenses Against Assignee
  A. Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections B through E, the...
• § 47-9405 Modification Of Assigned Contract
  A. A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding...
• § 47-9406 Discharge Of Account Debtor; Notification Of Assignment; Identification And Proof Of Assignment; Restrictions On Assignment Of Accounts, Chattel Paper, Payment Intangibles And Promissory Notes Ineffective
  A. Subject to subsections B through H of this section, an account debtor on an account, chattel paper or a payment intangible may discharge...
• § 47-9407 Restrictions On Creation Or Enforcement Of Security Interest In Leasehold Interest Or In Lessor's Residual Interest
  A. Except as otherwise provided in subsection B of this section, a term in a lease agreement is ineffective to the extent that it:...
• § 47-9408 Restrictions On Assignment Of Promissory Notes, Health‑care‑insurance Receivables And Certain General Intangibles Ineffective
  A. Except as otherwise provided in subsection B of this section, a term in a promissory note or in an agreement between an account...
• § 47-9409 Restrictions On Assignment Of Letter‑of‑credit Rights Ineffective
  A. A term in a letter of credit or a rule of law, statute, regulation, custom or practice applicable to the letter of credit...

Article 5 Filing

• § 47-9501 Filing Office
  A. Except as otherwise provided in subsection B, if the local law of this state governs perfection of a security interest or agricultural lien,...
• § 47-9502 Contents Of Financing Statement; Record Of Mortgage As Financing Statement; Time Of Filing Financing Statement
  A. Subject to subsection B of this section, a financing statement is sufficient only if it: 1. Provides the name of the debtor; 2....
• § 47-9503 Name Of Debtor And Secured Party; Definition
  A. A financing statement sufficiently provides the name of the debtor: 1. Except as otherwise provided in paragraph 3 of this subsection, if the...
• § 47-9504 Indication Of Collateral
  A financing statement sufficiently indicates the collateral that it covers if the financing statement provides: 1. A description of the collateral pursuant to section...
• § 47-9505 Filing And Compliance With Other Statutes And Treaties For Consignments, Leases, Other Bailments And Other Transactions
  A. A consignor, lessor or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a...
• § 47-9506 Effect Of Errors Or Omissions
  A. A financing statement substantially satisfying the requirements of this article is effective, even if it has minor errors or omissions, unless the errors...
• § 47-9507 Effect Of Certain Events On Effectiveness Of Financing Statement
  A. A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed or otherwise disposed of and in which...
• § 47-9508 Effectiveness Of Financing Statement If New Debtor Becomes Bound By Security Agreement
  A. Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in...
• § 47-9509 Persons Entitled To File A Record
  A. A person may file an initial financing statement, amendment that adds collateral covered by a financing statement or amendment that adds a debtor...
• § 47-9510 Effectiveness Of Filed Record
  A. A filed record is effective only to the extent that it was filed by a person that may file it under section 47-9509....
• § 47-9511 Secured Party Of Record
  A. A secured party of record with respect to a financing statement is a person whose name is provided as the name of the...
• § 47-9512 Amendment Of Financing Statement
  A. Subject to section 47-9509, a person may add or delete collateral covered by, continue or terminate the effectiveness of or, subject to subsection...
• § 47-9513 Termination Statement
  A. A secured party shall cause the secured party of record for a financing statement to file a termination statement for the financing statement...
• § 47-9514 Assignment Of Powers Of Secured Party Of Record
  A. Except as otherwise provided in subsection C of this section, an initial financing statement may reflect an assignment of all of the secured...
• § 47-9515 Duration And Effectiveness Of Financing Statement; Effect Of Lapsed Financing Statement
  A. Except as otherwise provided in subsections B, E, F and G of this section, a filed financing statement is effective for a period...
• § 47-9516 What Constitutes Filing; Effectiveness Of Filing
  A. Except as otherwise provided in subsection B of this section, communication of a record to a filing office and tender of the filing...
• § 47-9517 Effect Of Indexing Errors
  The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record.
• § 47-9518 Claim Concerning Inaccurate Or Wrongfully Filed Record
  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...
• § 47-9519 Numbering, Maintaining And Indexing Records; Communicating Information Provided In Records
  A. For each record filed in a filing office, the filing office shall: 1. Assign a unique number to the filed record; 2. Create...
• § 47-9520 Acceptance And Refusal To Accept Record
  A. A filing office shall refuse to accept a record for filing for a reason set forth in section 47-9516, subsection B and may...
• § 47-9521 Uniform Form Of Written Financing Statement And Amendment
  A. A filing office that accepts written records may not refuse to accept a written initial financing statement in the form and format set...
• § 47-9522 Maintenance And Destruction Of Records
  A. The filing office shall maintain a record of the information provided in a filed financing statement for at least one year after the...
• § 47-9523 Information From Filing Office; Sale Or License Of Records
  A. If a person that files a written record requests an acknowledgment of the filing, the filing office shall provide to the person an...
• § 47-9524 Delay By Filing Office
  Delay by the filing office beyond a time limit prescribed by this article is excused if: 1. The delay is caused by interruption of...
• § 47-9525 Fees
  A. Except as otherwise provided in subsection E of this section and except for a filing office described in section 47-9501, subsection A, paragraph...
• § 47-9526 Filing Office Rules
  A. The secretary of state shall adopt rules to implement this chapter. The filing office rules must be: 1. Consistent with this article; and...
• § 47-9527 Unauthorized Records; Material Misstatements; False Claims; Liability; Special Action; Damages; Violation; Classification
  A. A person who causes a record to be filed or recorded in a filing office and who knows or has reason to know...
• § 47-9528 Nonconsensual Lien
  A. A nonconsensual lien, other than a lien filed by a governmental entity or political subdivision or agency, a validly licensed utility or water...

Article 6 Default

• § 47-9601 Rights After Default; Judicial Enforcement; Consignor Or Buyer Of Accounts, Chattel Paper, Payment Intangibles Or Promissory Notes
  A. After default, a secured party has the rights provided in this article and, except as otherwise provided in section 47-9602, those provided by...
• § 47-9602 Waiver And Variance Of Rights And Duties
  Except as otherwise provided in section 47-9624, to the extent that the rules give rights to a debtor or obligor and impose duties on...
• § 47-9603 Agreement On Standards Concerning Rights And Duties
  A. The parties may determine by agreement the standards measuring the fulfillment of the rights of a debtor or obligor and the duties of...
• § 47-9604 Procedure If Security Agreement Covers Real Property Or Fixtures
  A. If a security agreement covers both personal and real property, a secured party may proceed: 1. Under this article as to the personal...
• § 47-9605 Unknown Debtor Or Secondary Obligor
  A secured party does not owe a duty based on its status as secured party: 1. To a person that is a debtor or...
• § 47-9606 Time Of Default For Agricultural Lien
  For purposes of this article, a default occurs in connection with an agricultural lien at the time the secured party becomes entitled to enforce...
• § 47-9607 Collection And Enforcement By Secured Party
  A. If so agreed, and in any event after default, a secured party: 1. May notify an account debtor or other person obligated on...
• § 47-9608 Application Of Proceeds Of Collection Or Enforcement; Liability For Deficiency And Right To Surplus
  A. If a security interest or agricultural lien secures payment or performance of an obligation, the following rules apply: 1. A secured party shall...
• § 47-9609 Secured Party's Right To Take Possession After Default
  A. After default, a secured party: 1. May take possession of the collateral; and 2. Without removal, may render equipment unusable and dispose of...
• § 47-9610 Disposition Of Collateral After Default
  A. After default, a secured party may sell, lease, license or otherwise dispose of any or all of the collateral in its present condition...
• § 47-9611 Notification Before Disposition Of Collateral
  A. In this section, " notification date" means the earlier of the date on which: 1. A secured party sends to the debtor and...
• § 47-9612 Timeliness Of Notification Before Disposition Of Collateral
  A. Except as otherwise provided in subsection B, whether a notification is sent within a reasonable time is a question of fact. B. In...
• § 47-9613 Contents And Form Of Notification Before Disposition Of Collateral; General
  Except in a consumer goods transaction, the following rules apply: 1. The contents of a notification of disposition are sufficient if the notification: (a)...
• § 47-9614 Contents And Form Of Notification Before Disposition Of Collateral: Consumer Goods Transaction
  In a consumer goods transaction, the following rules apply: 1. A notification of disposition must provide the following information: (a) The information specified in...
• § 47-9615 Application Of Proceeds Of Disposition; Liability For Deficiency And Right To Surplus
  A. A secured party shall apply or pay over for application the cash proceeds of disposition under section 47-9610 in the following order to:...
• § 47-9616 Explanation Of Calculation Of Surplus Or Deficiency; Definitions
  A. In this section: 1. " Explanation" means a writing that: (a) States the amount of the surplus or deficiency; (b) Provides an explanation...
• § 47-9617 Rights Of Transferee Of Collateral
  A. A secured party's disposition of collateral after default: 1. Transfers to a transferee for value all of the debtor's rights in the collateral;...
• § 47-9618 Rights And Duties Of Certain Secondary Obligors
  A. A secondary obligor acquires the rights and becomes obligated to perform the duties of the secured party after the secondary obligor: 1. Receives...
• § 47-9619 Transfer Of Record Or Legal Title; Definition
  A. In this section, " transfer statement" means a record authenticated by a secured party and stating: 1. That the debtor has defaulted in...
• § 47-9620 Acceptance Of Collateral In Full Or Partial Satisfaction Of Obligation; Compulsory Disposition Of Collateral
  A. Except as otherwise provided in subsection G of this section, a secured party may accept collateral in full or partial satisfaction of the...
• § 47-9621 Notification Of Proposal To Accept Collateral
  A. A secured party that desires to accept collateral in full or partial satisfaction of the obligation it secures shall send its proposal to:...
• § 47-9622 Effect Of Acceptance Of Collateral
  A. A secured party's acceptance of collateral in full or partial satisfaction of the obligation it secures: 1. Discharges the obligation to the extent...
• § 47-9623 Right To Redeem Collateral
  A. A debtor, any secondary obligor or any other secured party or lienholder may redeem collateral. B. To redeem collateral, a person shall tender:...
• § 47-9624 Waiver
  A. A debtor or secondary obligor may waive the right to notification of disposition of collateral under section 47-9611 only by an agreement to...
• § 47-9625 Remedies For Secured Party's Failure To Comply With Chapter
  A. If it is established that a secured party is not proceeding in accordance with this chapter, a court may order or restrain collection,...
• § 47-9626 Action In Which Deficiency Or Surplus Is In Issue
  A. In an action arising from a transaction, other than a consumer transaction, in which the amount of a deficiency or surplus is in...
• § 47-9627 Determination Of Whether Conduct Was Commercially Reasonable
  A. The fact that a greater amount could have been obtained by a collection, enforcement, disposition or acceptance at a different time or in...
• § 47-9628 Nonliability And Limitation On Liability Of Secured Party; Liability Of Secondary Obligor
  A. Unless a secured party knows that a person is a debtor or obligor, knows the identity of the person and knows how to...

Article 7 2001 Transition

• § 47-9701 Effective Date
  This chapter, as added in 1999, takes effect on July 1, 2001.
• § 47-9702 Savings Clause
  A. Except as otherwise provided in this article, this chapter, as added in 1999, applies to a transaction or lien within its scope, even...
• § 47-9703 Security Interest Perfected Before Effective Date
  A. A security interest that is enforceable immediately before July 1, 2001 and would have priority over the rights of a person that becomes...
• § 47-9704 Security Interest Unperfected Before Effective Date
  A security interest that is enforceable immediately before July 1, 2001 but that would be subordinate to the rights of a person that becomes...
• § 47-9705 Effectiveness Of Action Taken Before Effective Date
  A. If action, other than the filing of a financing statement, is taken before July 1, 2001 and the action would have resulted in...
• § 47-9706 When Initial Financing Statement Suffices As Continuation Statement
  A. The filing of an initial financing statement in the office specified in section 47-9501 continues the effectiveness of a financing statement filed before...
• § 47-9707 Amendment Of Pre‑effective‑date Financing Statement; Definition
  A. In this section, " pre-effective-date financing statement" means a financing statement filed before July 1, 2001. B. After July 1, 2001, a person...
• § 47-9708 Persons Entitled To File Initial Financing Statement Or Continuation Statement
  A person may file an initial financing statement or a continuation statement under this article if: 1. The secured party of record authorizes the...
• § 47-9709 Priority
  A. This chapter, as added in 1999, determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were...

Article 8 2014 Transition

• § 47-9801 Savings Clause
  A. Except as otherwise provided in this chapter, as amended in 2014, this chapter, as amended in 2014, applies to a transaction or lien...
• § 47-9802 Security Interest Perfected Before Effective Date
  A. A security interest that is a perfected security interest immediately before the effective date of this section is a perfected security interest under...
• § 47-9803 Security Interest Unperfected Before Effective Date
  A security interest that is an unperfected security interest immediately before the effective date of this section becomes a perfected security interest: 1. Without...
• § 47-9804 Effectiveness Of Action Taken Before Effective Date
  A. The filing of a financing statement before the effective date of this section is effective to perfect a security interest to the extent...
• § 47-9805 When Initial Financing Statement Suffices To Continue Effectiveness Of Financing Statement
  A. The filing of an initial financing statement in the office specified in section 47-9501 continues the effectiveness of a financing statement filed before...
• § 47-9806 Amendment Of Pre-Effective Date Financing Statement; Definition
  A. In this section, " pre-effective date financing statement" means a financing statement filed before the effective date of this section. B. Beginning on...
• § 47-9807 Person Entitled To File Initial Financing Statement Or Continuation Statement
  A person may file an initial financing statement or a continuation statement under this article if: 1. The secured party of record authorizes the...
• § 47-9808 Priority
  This chapter, as amended in 2014, determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established...
• § 47-10101 Provision For Transition
  Transactions validly entered into before January 1, 1968 and the rights, duties and interests flowing from them remain valid thereafter and may be terminated,...

Last modified: October 13, 2016