Title 42a — Title 42a: Uniform Commercial Code

Sec. 42a-2A-719. Lessor's refusal to deliver because of lessee's insolvency; stoppage in transit or otherwise. (a) A lessor that discovers that the lessee is insolvent may refuse to deliver the goods. (b) Subject to subsection (d) of this section, the lessor may stop delivery of …

Sec. 42a-2A-720. Lessor's rights to dispose of goods. (a) Upon a default by a lessee under the lease contract of the type described in subsection (a) or subdivision (1) of subsection (c) of section 42a-2A-716, or upon the lessor's refusal to deliver or taking possession of goods …

Sec. 42a-2A-721. Lessor's damages for nonacceptance, failure to pay or repudiation. (a) Except as otherwise provided with respect to damages liquidated in the lease agreement under section 42a-2A-710 or otherwise determined by agreement of the parties under sections 42a-1-302 and…

Sec. 42a-2A-722. Lessor's action for the rent. (a) Upon a default by the lessee under the lease contract of the type described in subsection (a) or subdivision (1) of subsection (c) of section 42a-2A-716 or, if agreed, upon another default by the lessee, if the lessor complies wi…

Sec. 42a-2A-723. Lessor's rights to residual interest. In addition to any other recovery permitted by this article or other law, a lessor may recover from a lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the g…

Sec. 42a-2A-724. Lessee's remedies in general; lessee's security interest in rejected goods. (a) If the lessor fails to deliver the goods in conformity to the lease contract or repudiates the contract, or a lessee rightfully rejects the goods or justifiably revokes acceptance of …

Sec. 42a-2A-725. Lessee's rights on nonconforming delivery; rightful rejection. (a) Subject to sections 42a-2A-710, 42a-2A-711 and 42a-2A-726, if the goods or the tender or delivery fail in any respect to conform to the lease contract, the lessee may: (1) Reject the whole; (2) Ac…

Sec. 42a-2A-726. Installment lease contract: Default. (a) In this section, “installment lease contract” means a lease contract in which the terms require or the circumstances permit the delivery of goods in separate lots to be separately accepted, even if the lease agreement requ…

Sec. 42a-2A-727. Merchant lessee's duties; lessee's options as to salvage. (a) Subject to a lessee's security interest under subsection (d) of section 42a-2A-724, if the lessor or supplier does not have an agent or place of business at the market where the goods were rejected or …

Sec. 42a-2A-728. Lessee's duties as to rightfully rejected goods. (a) Subject to subsection (d) of section 42a-2A-724 and section 42a-2A-727, after an effective rejection or justifiable revocation of acceptance, a lessee in physical possession of the goods shall hold the goods wi…

Sec. 42a-2A-729. Cure. (a) If a lessee rightfully rejects goods or a tender of delivery under section 42a-2A-725 or justifiably revokes an acceptance under section 42a-2A-733 and the agreed time for performance has not expired, the lessor or supplier, upon seasonable notice to th…

Sec. 42a-2A-730. What constitutes acceptance of goods. (a) Goods are accepted when the lessee: (1) After a reasonable opportunity to inspect the goods, signifies to the lessor or the supplier that the goods conform or will be taken or retained in spite of their nonconformity; (2)…

Sec. 42a-2A-731. Waiver of default; particularization of nonconformity. A lessee is precluded from relying on a nonconforming performance as follows: (1) The lessee's failure to state, in connection with a rejection under section 42a-2A-725, a particular nonconformity that is asc…

Sec. 42a-2A-732. Effect of acceptance; notice of default; burden of establishing default after acceptance; notice of claim or litigation to person answerable over. (a) A lessee shall pay rent in accordance with the lease contract for any goods accepted. (b) Acceptance of goods by…

Sec. 42a-2A-733. 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 lot or unit was accepted: (1) Except in the case of a finance lease, on the reasonable assum…

Sec. 42a-2A-734. Cover; lessee's acquisition of substitute goods. (a) Upon a default by a lessor under the lease contract of the type described in subsection (a) of section 42a-2A-724 or, if agreed, upon other default by the lessor, the lessee may cover by making in good faith an…

Sec. 42a-2A-735. 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 or otherwise determined by agreement of the parties, if a lessee …

Sec. 42a-2A-736. Lessee's damages for default regarding accepted goods. (a) Except as otherwise agreed, a lessee that has accepted goods and not justifiably revoked acceptance and has given notice pursuant to subsection (c) of section 42a-2A-732 may recover as damages for any non…

Sec. 42a-2A-737. Prepaying lessee's right to goods. (a) A lessee that pays all or a part of the rent or security for goods identified to the lease contract, whether or not the goods have been shipped, on making and keeping good a tender of any unpaid portion of the rent and secur…

Sec. 42a-3-101. Short title: Uniform Commercial Code–Negotiable Instruments. This article may be cited as “Uniform Commercial Code–Negotiable Instruments”. (1959, P.A. 133, S. 3-101; P.A. 91-304, S. 1.) History: P.A. 91-304 changed title of article from “Commercial Paper” to “Neg…

Sec. 42a-3-102. Subject matter. (a) This article applies to negotiable instruments. It does not apply to money, to payment orders governed by article 4A, or to securities governed by article 8. (b) If there is conflict between this article and article 4 or 9, articles 4 and 9 gov…

Sec. 42a-3-103. Definitions. (a) In this article: (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) “Maker” me…

Sec. 42a-3-104. 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 money, with or without interest or other charges described in the promise or order, if it: (1) Is pay…

Sec. 42a-3-105. 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 of giving rights on the instrument to any person. (b) An unissued instrument, or an unissued incomplete instrument …

Sec. 42a-3-106. Unconditional promise or order. (a) Except as provided in this section, for the purposes of section 42a-3-104(a), a promise or order is unconditional unless it states (i) an express condition to payment, (ii) that the promise or order is subject to or governed by …

Sec. 42a-3-107. Instrument payable in foreign money. Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot ra…

Sec. 42a-3-108. Payable on demand or at definite time. (a) A promise or order is “payable on demand” if it (i) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or (ii) does not state any time of payment. (b) A p…

Sec. 42a-3-109. 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 bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment; (2) Does not st…

Sec. 42a-3-110. 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, or in the name or behalf of, the issuer of the instrument. The instr…

Sec. 42a-3-111. Place of payment. Except as otherwise provided for items in article 4, 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 instrum…

Sec. 42a-3-112. Interest. (a) Unless otherwise provided in the instrument, (i) an instrument is not payable with interest, and (ii) 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 var…

Sec. 42a-3-113. 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 period after date. Except as provided in section 42a-4-401(c), an instrument payable on demand is not payabl…

Sec. 42a-3-114. 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. (1959, P.A. 133, S. 3-114; P.A. 91-304, S. 14.) History: P.A. 91-30…

Sec. 42a-3-115. 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 signing that it is incomplete but that the signer intended it to be completed by the addition of words or numb…

Sec. 42a-3-116. 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, endorsers who endorse as joint payees, or anomalous endorsers are jointly…

Sec. 42a-3-117. Other agreements affecting instrument. Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agre…

Sec. 42a-3-118. 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 time must be commenced within six years after the due date or dates stated in the note or, if a due date is acceler…

Sec. 42a-3-119. 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 article or article 4, the defendant may give the third person written notice of the litigation, and the person notified may then…

Secs. 42a-3-120 to 42a-3-122. Instruments “payable through” bank. Instruments payable at bank. Accrual of cause of action. Sections 42a-3-120 to 42a-3-122, inclusive, are repealed. (1959, P.A. 133, S. 3-120–3-122; 1961, P.A. 116, S. 3; P.A. 91-304, S. 112.) PART 2 NEGOTIATION, TR…

Sec. 42a-3-201. Negotiation. (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 its holder. (b) Except for negotiation by a remitter, if an instrument is payable to…

Sec. 42a-3-202. Negotiation subject to rescission. (a) Negotiation is effective even if obtained (i) from an infant, a corporation exceeding its powers, or a person without capacity, (ii) by fraud, duress, or mistake, or (iii) in breach of duty or as part of an illegal transactio…

Sec. 42a-3-203. Transfer of an 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 receiving delivery the right to enforce the instrument. (b) Transfer of an instr…

Sec. 42a-3-204. Endorsement. (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 (i) negotiating the instrument, (ii) restricting payment of the instru…

Sec. 42a-3-205. Special endorsement. Blank endorsement. Anomalous endorsement. (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 payab…

Sec. 42a-3-206. Restrictive endorsement. (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…

Sec. 42a-3-207. Reacquisition. Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel endorsements made after the reacquirer first became a holder of the instrument. If t…

Sec. 42a-3-208. Reacquisition. Section 42a-3-208 is repealed. (1959, P.A. 133, S. 3-208; P.A. 91-304, S. 112.) PART 3 ENFORCEMENT OF INSTRUMENTS

Sec. 42a-3-301. Person entitled to enforce instrument. “Person entitled to enforce” an instrument means (i) the holder of the instrument, (ii) a nonholder in possession of the instrument who has the rights of a holder, or (iii) a person not in possession of the instrument who is …

Sec. 42a-3-302. Holder in due course. (a) Subject to subsection (c) and section 42a-3-106(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 i…

Sec. 42a-3-303. 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 extent the promise has been performed; (2) The transferee acquires a security interest or other lien …