Title 42a — Title 42a: Uniform Commercial Code

Sec. 42a-7-201. 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 requiring a bond against withdrawal or a licen…

Sec. 42a-7-202. 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 is liable for damages caused to a person injured by its omission: (1) A stat…

Sec. 42a-7-203. 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 upon the description of the goods in the document may recover from the issuer damages caused by the nonrece…

Sec. 42a-7-204. 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 to the goods that a reasonably careful person would exercise under similar ci…

Sec. 42a-7-205. 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 and selling such goods takes the goods free of any claim under a warehouse re…

Sec. 42a-7-206. 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 interest in the goods, may require payment of any charges and removal of the goods from the war…

Sec. 42a-7-207. Goods must be kept separate; fungible goods. (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 …

Sec. 42a-7-208. 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 of the lack of authority may treat the insertion as authorized. Any other unauthorized alter…

Sec. 42a-7-209. 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 thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insu…

Sec. 42a-7-210. Enforcement of warehouse's lien. (a) Except as otherwise provided in subsection (b) of this section, a warehouse's lien may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reas…

Sec. 42a-7-301. 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 which has given value in good faith, or a holder to which a negotiable bill has been duly negoti…

Sec. 42a-7-302. 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 person acting as its agent or by a performing carrier, is liable to any person enti…

Sec. 42a-7-303. 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 the bill or may otherwise dispose of the goods, without liability for misdelive…

Sec. 42a-7-304. 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 liable for damages caused by violation of this subsection. (b) If a tangible bill of lading is …

Sec. 42a-7-305. 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, may procure the bill to be issued at destination or at any other place designated in the request. (b) Upon request of …

Sec. 42a-7-306. 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. (1959, P.A. 133, S. 7-306.)

Sec. 42a-7-307. 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 charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges…

Sec. 42a-7-308. 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 time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an inter…

Sec. 42a-7-309. 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 which a reasonably careful person would exercise under similar …

Sec. 42a-7-401. Irregularities in issue of receipt or bill or conduct of issuer. The obligations imposed by this article on an issuer apply to a document of title even if: (1) The document does not comply with the requirements of this article or of any other statute, rule or regu…

Sec. 42a-7-402. 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 confer any right in the goods, except as provided in the case of tangible bills …

Sec. 42a-7-403. 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 (c) of this section, unless and to the extent that the bailee establishes any of the follow…

Sec. 42a-7-404. 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 of title or pursuant to this article is not liable for the good…

Sec. 42a-7-501. 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 named person, the document is negotiated by the named person's endorsement…

Sec. 42a-7-502. Rights acquired by due negotiation. (a) Subject to sections 42a-7-205 and 42a-7-503, a holder to which a negotiable document of title has been duly negotiated acquires thereby: (1) Title to the document; (2) Title to the goods; (3) All rights accruing under the la…

Sec. 42a-7-503. 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 a perfected security interest in the goods and that did not: (1) Deliver or entrus…

Sec. 42a-7-504. Rights acquired in the 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 the title and rig…

Sec. 42a-7-505. Endorser not guarantor for other parties. The endorsement of a tangible document of title issued by a bailee does not make the endorser liable for any default by the bailee or previous endorsers. (1959, P.A. 133, S. 7-505; P.A. 04-64, S. 33.) History: P.A. 04-64 a…

Sec. 42a-7-506. Delivery without endorsement: Right to compel endorsement. The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary endorsement, but the transfer becomes a negotiation only as of the…

Sec. 42a-7-507. 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 42a-7-508, unless otherwise agreed, the transferor, in addition to any warranty made i…

Sec. 42a-7-508. 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 or other claim against delivery of documents warrants by the delivery o…

Sec. 42a-7-509. 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 a letter of credit is determined by article 2, 2A or 5. (1959, P.A. 133, S. 7-509; P.…

Sec. 42a-7-601. 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 document and the bailee may without liability to any person comply with the order. If the doc…

Sec. 42a-7-602. Judicial process against goods covered by negotiable document of title. Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to …

Sec. 42a-7-603. Conflicting claims; interpleader. 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 interplead…

Secs. 42a-7-701 and 42a-7-702. Reserved for future use.

Sec. 42a-7-703. Applicability. This article and other provisions of this title, as amended by public act 04-64*, apply to a document of title that is issued or a bailment that arises on or after October 1, 2004. This article and other provisions of this title, as amended by publi…

Sec. 42a-7-704. Savings clause. A document of title issued or a bailment that arises before October 1, 2004, and the rights, obligations and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by public act 04-64* as if a…

Sec. 42a-8-101. Short title: Uniform Commercial Code–Investment Securities. This article may be cited as Uniform Commercial Code–Investment Securities. (1959, P.A. 133, S. 8-101; P.A. 97-182, S. 1.) History: P.A. 97-182 deleted “shall be known and” following “article”.

Sec. 42a-8-102. Definitions. (a) In this article: (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) “Be…

Sec. 42a-8-103. Rules for determining whether certain obligations and interests are 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 “investment company secu…

Sec. 42a-8-104. Acquisition of security or financial asset or interest therein. (a) A person acquires a security or an interest therein, under this article, if: (1) The person is a purchaser to whom a security is delivered pursuant to section 42a-8-301; or (2) The person acquires…

Sec. 42a-8-105. 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 facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoid…

Sec. 42a-8-106. Control. (a) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to th…

Sec. 42a-8-107. Whether endorsement, instruction or entitlement order is effective. (a) “Appropriate person” means: (1) With respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security; (2) With r…

Sec. 42a-8-108. Warranties in direct holding. (a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that: (1) The certificate is genuine and …

Sec. 42a-8-109. 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 by an appropriate person, or if the entitlement order is by an agent, the …

Sec. 42a-8-110. Applicability; choice of law. (a) The local law of the issuer's jurisdiction, as specified in subsection (d) of this section, governs: (1) The validity of a security; (2) The rights and duties of the issuer with respect to registration of transfer; (3) The effecti…

Sec. 42a-8-111. 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 even if the rule conflicts with this article and sections 42a-1-301, …

Sec. 42a-8-112. 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 by the officer making the attachment or levy, except as otherwise provided in subsection (d) of this s…