Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.03.101 Short title.
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This chapter may be cited as the Uniform Commercial Code — Negotiable Instruments.
AS 45.03.102 Subject matter.
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(a) This chapter applies to negotiable instruments. It does not apply to money or to securities governed by AS 45.08. (b) If there is conflict between this chapter and AS 45.04 or AS 45.29, AS 45.04 and AS 45.29 govern. (c) Regulations of the Board of Governors of the Federal Res…
AS 45.03.103 Definitions.
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(a) In this chapter, (1) “acceptor” means a drawee who has accepted a draft; (2) “drawee” means a person ordered in a draft to make payment; (3) “drawer” means a person who signs or is identified in a draft as a person ordering payment; (4) [Repealed, § 113 ch 44 SLA 2009.] (5) “…
AS 45.03.104 Negotiable instrument.
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(a) Except as provided in (c) — (d) of this section, “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if the unconditional promise or order (1) is payable t…
AS 45.03.105 Issue of instrument.
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(a) “Issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person. (b) An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the …
AS 45.03.106 Unconditional promise or order.
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(a) Except as provided in this section, for the purposes of AS 45.03.104(a), a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another writing, or that rights or obligations with respect to…
AS 45.03.107 Instrument payable in foreign money.
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Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollar…
AS 45.03.108 Payable on demand or at definite time.
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(a) A promise or order is payable on demand if it (1) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder; or (2) does not state a time of payment. (b) A promise or order is payable at a definite time if it is payab…
AS 45.03.109 Payable to bearer or to order.
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(a) A promise or order is payable to bearer if it (1) states that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment; (2) does not state a payee; or (3) states that it is payable to…
AS 45.03.110 Identification of person to whom instrument is payable.
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(a) The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or on the behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if tha…
AS 45.03.111 Place of payment.
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Except as otherwise provided for items in AS 45.04, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the p…
AS 45.03.112 Interest.
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(a) Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument. (b) Interest may be stated in an instrument as a fixed or variable amount of money or it may be …
AS 45.03.113 Date of instrument.
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(a) An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after the date. Except as provided in AS 45.04.401(c), an instrument payable on demand is not payable before the date of the instrument. …
AS 45.03.114 Contradictory terms of instrument.
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If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.
AS 45.03.115 Incomplete instrument.
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(a) “Incomplete instrument” means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers. (b) Subject to (c) of this section…
AS 45.03.116 Joint and several liability; contribution.
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(a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign. (…
AS 45.03.117 Other agreements affecting instrument.
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Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled to enforce t…
AS 45.03.118 Statute of limitations.
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(a) Except as provided in (e) of this section, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the ac…
AS 45.03.119 Notice of right to defend action.
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In an action for breach of an obligation for which a third person is answerable over under this chapter or AS 45.04, the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is answerabl…
AS 45.03.120 Secs. 45.03.120 — 45.03.122. Instruments payable through bank; instruments payable at bank; accrual of cause of action. [Repealed, § 127 ch 35 SLA 1993.]
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Article 2. Transfer and Negotiation.
AS 45.03.201 Negotiation.
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(a) “Negotiation” means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes the holder of the instrument. (b) Except for negotiation by a remitter, if an instrument is payable to an identif…
AS 45.03.202 Negotiation subject to rescission.
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(a) Negotiation is effective even if obtained (1) from an infant, a corporation exceeding its powers, or a person without capacity; (2) by fraud, duress, or mistake; or (3) in breach of duty or as part of an illegal transaction. (b) To the extent permitted by other law, negotiati…
AS 45.03.203 Transfer of instrument; rights acquired by transfer.
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(a) An instrument is transferred when the instrument is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument. (b) Transfer of an instrument, whether or not the transfer is a negotiation, vests i…
AS 45.03.204 Endorsement.
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(a) “Endorsement” means a signature, other than that of a signer as maker, drawer, or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incurring endorser's liabilit…
AS 45.03.205 Special endorsement; blank endorsement; anomalous endorsement.
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(a) If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, it is a “special endorsement.” When specially endorsed, an instrument becom…
AS 45.03.206 Restrictive endorsement.
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(a) An endorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument. (b) An endorsement stating a condition to the right of the endorsee…
AS 45.03.207 Reacquisition.
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Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel endorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the inst…
AS 45.03.208 Reacquisition. [Repealed, § 127 ch 35 SLA 1993.]
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Article 3. Rights of a Holder.
AS 45.03.301 Person entitled to enforce instrument.
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A person entitled to enforce an instrument is the holder of the instrument, a nonholder in possession of the instrument who has the rights of a holder, or a person not in possession of the instrument who is entitled to enforce the instrument under AS 45.03.309 or 45.03.418(d). A …
AS 45.03.302 Holder in due course.
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(a) Subject to (c) of this section and AS 45.03.106(d), “holder in due course” means the holder of an instrument, if (1) the instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is not otherwise so irregular or incomp…
AS 45.03.303 Value and consideration.
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(a) An instrument is issued or transferred for value if (1) the instrument is issued or transferred for a promise of performance, to the extent the promise has been performed; (2) the transferee acquires a security interest or other lien in the instrument other than a lien obtain…
AS 45.03.304 Overdue instrument.
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(a) An instrument payable on demand becomes overdue at the earliest of the following times: (1) on the day after the day demand for payment is duly made; (2) if the instrument is a check, 90 days after its date; or (3) if the instrument is not a check, when the instrument has bee…
AS 45.03.305 Defenses and claims in recoupment.
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(a) Except as stated in (b) of this section, the right to enforce the obligation of a party to pay an instrument is subject to the following: (1) a defense of the obligor based on (A) infancy of the obligor, to the extent it is a defense to a simple contract; (B) duress, lack of …
AS 45.03.306 Claims to an instrument.
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A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A perso…
AS 45.03.307 Notice of breach of fiduciary duty.
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(a) If an instrument is taken from a fiduciary for payment or collection or for value, the taker has knowledge of the fiduciary status of the fiduciary, and the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary i…
AS 45.03.308 Proof of signatures and status as holder in due course.
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(a) In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings to which a responsive pleading is required. If the validity of a signature is denied in the pleadin…
AS 45.03.309 Enforcement of lost, destroyed, or stolen instrument.
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(a) A person not in possession of an instrument is entitled to enforce the instrument if (1) the person was in possession of the instrument and entitled to enforce it when loss of possession occurred; (2) the loss of possession was not the result of a transfer by the person or a …
AS 45.03.310 Effect of instrument on obligation for which taken.
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(a) Unless otherwise agreed, if a certified check, cashier's check, or teller's check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obliga…
AS 45.03.311 Accord and satisfaction by use of instrument.
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(a) The provisions of this section apply if a person against whom a claim is asserted proves that (1) the person in good faith tendered an instrument to the claimant as full satisfaction on the claim; (2) the amount of the claim was unliquidated or subject to a bona fide dispute;…
AS 45.03.312 Lost, destroyed, or stolen cashier's check, teller's check, or certified check.
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Article 4. Liability of Parties. (a) A claimant may assert a claim to the amount of a check by a communication to the obligated bank describing the check with reasonable certainty and requesting payment of the amount of the check, if (1) the claimant is the drawer or payee of a c…
AS 45.03.401 Signature.
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(a) A person is not liable on an instrument unless (1) the person signed the instrument; or (2) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under AS 45.03.402. (b) A signature may be made…
AS 45.03.402 Signature by representative.
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(a) If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented person would be bound if the s…
AS 45.03.403 Unauthorized signature.
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(a) Unless otherwise provided in this chapter or AS 45.04, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for a…
AS 45.03.404 Impostors; fictitious payees.
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(a) If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor or a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an endorsem…
AS 45.03.405 Employer's responsibility for fraudulent endorsement by employee.
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(a) For the purpose of determining the rights and liabilities of a person who, in good faith, pays an instrument or takes it for value or for collection, if an employer entrusted an employee with responsibility with respect to the instrument and the employee or a person acting in…
AS 45.03.406 Negligence contributing to forged signature or alteration of instrument.
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(a) A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting the alteration or the forgery against a person who, in good faith, pays the instrum…
AS 45.03.407 Alteration.
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(a) Except as provided in (b) of this section, an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. Another alteration does not discharge a party, and the instrum…
AS 45.03.408 Drawee not liable on unaccepted draft.
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A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts the instrument.
AS 45.03.409 Acceptance of draft; certified check.
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(a) “Acceptance” means the drawee's signed agreement to pay a draft as presented. Acceptance must be written on the draft and may consist of the drawee's signature alone. Acceptance may be made at any time and becomes effective when notification in accordance with instructions is…
AS 45.03.410 Acceptance varying draft.
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(a) If the terms of a drawee's acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance. (b) The terms of a draft are not varied by an acceptance to pay at …