Title 45, Trade and Commerce

This chapter may be cited as the Uniform Commercial Code — Documents of Title.

(a) In this chapter, unless the context otherwise requires, (1) “bailee” means a person who, by a warehouse receipt, bill of lading, or other document of title, acknowledges possession of goods and contracts to deliver them; (2) “carrier” means a person who issues a bill of ladin…

(a) This chapter is subject to a treaty or statute of the United States or regulatory statute of this state to the extent the treaty, statute, or regulatory statute is applicable. (b) This chapter does not modify or repeal a law prescribing the form or content of a document of ti…

(a) Except as otherwise provided in (c) of this section, a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person. (b) A document of title other than one described in (a) of this section is nonnegotiable. A bill o…

(a) On request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if (1) the person entitled under the electronic document surrenders control of the d…

Article 2. Warehouse Receipts: Special Provisions. (a) A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to whom the electronic document w…

(a) A warehouse receipt may be issued by a warehouse. (b) If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt is…

(a) A warehouse receipt need not be in a particular form. (b) Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by its omission: (1) a statement of the location of the warehouse facility where the goods a…

A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies on the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that …

(a) A warehouse is liable for damages for loss of or injury to the goods caused by the warehouse's failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. Unless otherwise agreed, the warehouse is not liable f…

A buyer in ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling those goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.

(a) A warehouse may, by giving notice to the person on whose account the goods are held and other persons known to claim an interest in the goods, require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the d…

(a) Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled. (b) If different lots of fu…

If a blank in a negotiable warehouse receipt has been filled in without authority, a good faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves a tangible or electronic warehouse recei…

(a) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds of the goods in the warehouse's possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or o…

Article 3. Bills of Lading: Special Provisions. (a) Except as otherwise provided in (b) of this section, a warehouse's lien may be enforced by public or private sale of the goods, in block or in packages, at any time or place, and on any terms that are commercially reasonable, af…

(a) A consignee of a nonnegotiable bill of lading who has given value in good faith, or a holder to whom a negotiable bill has been duly negotiated, relying on the description in the bill of the goods or on the date shown in the bill, may recover from the issuer damages caused by…

(a) The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person acting as the issuer's agent or by a performing carrier, is liable to a person entitled to recover on the bill or other document for a breach by the…

(a) Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from (1) the holder of a negotiable bill; (2) …

(a) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection. (b) If a tangible bill of lading is lawfully issued in a set of parts, each of which co…

(a) Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier may, at the request of the consignor, procure the bill to be issued at destination or at any other place designated in the request. (b) Upon request of a person entitled as against a carr…

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.

(a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds of the goods in its possession for charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary…

(a) A carrier's lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place, and on terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a …

Article 4. Warehouse Receipts and Bills of Lading: General Obligations. (a) A carrier who issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods that a reasonably careful person would exercise under similar circums…

The obligations imposed by this chapter on an issuer apply to a document of title even if (1) the document does not comply with the requirements of this chapter or another statute, a regulation, or another rule of law regarding its issuance, form, or content; (2) the issuer viola…

A duplicate or another document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer a right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fung…

(a) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with (b) and (c) of this section, unless and to the extent that the bailee establishes any of the following: (1) delivery of the goods to a person whose receipt was rightful…

A bailee who, in good faith, has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or under this chapter is not liable for the goods even if the person (1) from whom the bailee received the goods did not have authority t…

(a) The following rules apply to a negotiable tangible document of title: (1) if the document's original terms run to the order of a named person, the document is negotiated by the named person's endorsement and delivery; after the named person's endorsement in blank or to bearer…

(a) Subject to AS 45.07.205 and 45.07.503, a holder to whom a negotiable document of title has been duly negotiated acquires by the due negotiation (1) title to the document; (2) title to the goods; (3) all rights accruing under the law of agency or estoppel, including rights to …

(a) A document of title confers no right in goods against a person who, before issuance of the document, had a legal interest or a perfected security interest in the goods and who did not (1) deliver or entrust the goods or a document of title covering the goods to the bailor or …

(a) A transferee of a document of title, whether negotiable or nonnegotiable, to whom the document has been delivered but not duly negotiated, acquires the title and rights that the transferor had or had actual authority to convey. (b) In the case of a transfer of a nonnegotiable…

The endorsement of a tangible document of title issued by a bailee does not make the endorser liable for a default by the bailee or previous endorsers.

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply a necessary endorsement, but the transfer becomes a negotiation only as of the time the endorsement is supplied.

If a person negotiates or delivers a document of title for value, other than as a mere intermediary under AS 45.07.508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that (1) the…

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collec…

Article 6. Warehouse Receipts and Bills of Lading: Miscellaneous Provisions. Whether a document of title is adequate to fulfill the obligations of a contract for sale or a contract for lease or the conditions of a letter of credit is determined by AS 45.02, AS 45.05, or AS 45.12.…

(a) If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document, and the bailee may, without liability to any person, comply with the order. If the document was negotiable, a court may not order delivery of th…

Unless a document of title was originally issued upon delivery of the goods by a person who did not have power to dispose of them, a lien does not attach by virtue of a judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding…

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either i…

[Repealed or reserved.]

This chapter may be cited as Uniform Commercial Code — Investment Securities.

(a) In this chapter, (1) “adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset; (2) “bearer form,” as applied to a …

(a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (b) An investment company security is a security. (c) An interest in a partnership or limited liability company is not a security unless it is dea…