Title XXXIX, Commercial Relations

(1) 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 circumstances. Unless otherwise agreed, the warehouse is not liable for damages t…

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 receipt even if the receipt is negotiable and has been duly negotiated.Hist…

(1) 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 warehouse at the termination of the period of storage fixed by th…

(1) 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.(2) If different lots of fun…

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 any tangible or electronic warehouse rec…

(1) 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, insurance, labor, or other charges, pre…

(1) Except as provided in subsection (2), 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 reasonable, after notifying all persons known to claim an interest in the goods…

(1) 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 negotiated, relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages ca…

(1) 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 entitled to recover on the bill or other document for any breach by the othe…

(1) 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:(a) The holder of a negotiable bill;(b) T…

(1) 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.(2) If a tangible bill of lading is lawfully issued in a set of parts, each of which con…

(1) 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.(2) Upon request of any person entitled as against the c…

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.History.—s. 1, ch. 65-254.Note.—s. 7-306, U.C.C.; supersedes s. 678.13.

(1) 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, and for expenses necessary for …

(1) 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 interest in the goods. The notification shall includ…

(1) 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 circumstances. This subsection does not affect any statute, regulation, or ru…

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 of any other statute, rule of law, or regulation regarding its issuance, form, or content;(2) The issuer violated la…

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 of lading in a set of parts, overissue of documents for …

(1) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections (2) and (3), unless and to the extent that the bailee establishes any of the following:(a) Delivery of the goods to a person whose receipt was rightful as a…

A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of the document of title or pursuant to this chapter is not liable for the goods even if:(1) The person from which the bailee received the goods did not have aut…

(1) The following rules apply to a negotiable tangible document of title:(a) If the document’s original terms run to the order of a named person, the document is negotiated by the named person’s indorsement and delivery. After the named person’s indorsement in blank or to bearer,…

(1) Subject to ss. 677.205 and 677.503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:(a) Title to the document;(b) Title to the goods;(c) All rights accruing under the law of agency or estoppel, including rights to goods delivered to …

(1) 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:(a) Deliver or entrust the goods or any document of title covering the goods to the bailor o…

(1) 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 rights that its transferor had or had actual authority to convey.(2) In the case of a transfer of a nonnegotiable…

The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers.History.—s. 1, ch. 65-254; s. 49, ch. 2010-131.Note.—s. 7-505, U.C.C.; supersedes s. 678.47.

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement but the transfer becomes a negotiation only as of the time the indorsement is supplied.History.—s. 1, ch. 65-254; s. 642, ch. 97-…

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under the next following section, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser…

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…

Whether a document of title is adequate to fulfill the obligations of a contract for sale, the conditions of a letter of credit, or a contract for lease is determined by chapter 672, chapter 675, or chapter 680.History.—s. 1, ch. 65-254; s. 53, ch. 2010-131.Note.—s. 7-509, U.C.C.

(1) 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 the g…

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 goods in the possession of a bailee for which a negotiable document of title is outstand…

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…

Except as provided in ss. 669.501-669.706, a transaction validly entered into before July 1, 2025, and the rights, duties, and interests flowing from such transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or permitted by la…

Chapter 678 may be cited as “Uniform Commercial Code—Investment Securities.”History.—s. 1, ch. 98-11.

(1) In this chapter:(a) “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.(b) “Bearer form,” as applied to a ce…

(1) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.(2) An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that…

(1) A person acquires a security or an interest therein, under this chapter, if:(a) The person is a purchaser to whom a security is delivered pursuant to s. 678.3011; or(b) The person acquires a security entitlement to the security pursuant to s. 678.5011.(2) A person acquires a …

(1) A person has notice of an adverse claim if:(a) The person knows of the adverse claim;(b) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the exis…

(1) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.(2) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:(a) The c…

(1) “Appropriate person” means:(a) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security;(b) With respect to an instruction, the registered owner of an uncertificated security;(c) With …

(1) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that:(a) The certificate is genuine and has not been materially altered.(b) The transfe…

(1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:(a) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of th…

(1) The local law of the issuer’s jurisdiction, as specified in subsection (4), governs:(a) The validity of a security.(b) The rights and duties of the issuer with respect to registration of transfer.(c) The effectiveness of registration of transfer by the issuer.(d) Whether the …

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 chapter and affects another party who does not consent to the rule.History.—…

(1) 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 (4). However, a certificated security for which the cer…

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within…