Title XXXIX, Commercial Relations

(1) If an accepted payment order is not, under s. 670.202(1), an authorized order of a customer identified as sender, but is effective as an order of the customer pursuant to s. 670.202(2), the following rules apply:(a) By express agreement evidenced by a record, the receiving ba…

(1) If a receiving bank accepts a payment order issued in the name of its customer as sender which is not authorized and not effective as the order of the customer under s. 670.202 or is not enforceable, in whole or in part, against the customer under s. 670.203, the bank shall r…

(1) If an accepted payment order was transmitted pursuant to a security procedure for the detection of error and the payment order erroneously instructed payment to a beneficiary not intended by the sender, erroneously instructed payment in an amount greater than the amount inten…

(1) If a payment order addressed to a receiving bank is transmitted to a funds-transfer system or other third-party communication system for transmittal to the bank, the system is deemed to be an agent of the sender for the purpose of transmitting the payment order to the bank. I…

(1) Subject to subsection (2), if, in a payment order received by the beneficiary’s bank, the name, bank account number, or other identification of the beneficiary refers to a nonexistent or unidentifiable person or account, no person has rights as a beneficiary of the order and …

(1) This subsection applies to a payment order identifying an intermediary bank or the beneficiary’s bank only by an identifying number.(a) The receiving bank may rely on the number as the proper identification of the intermediary or beneficiary’s bank and need not determine whet…

(1) Subject to subsection (4), a receiving bank other than the beneficiary’s bank accepts a payment order when it executes the order.(2) Subject to subsections (3) and (4), a beneficiary’s bank accepts a payment order at the earliest of the following times:(a) When the bank pays …

(1) A payment order is rejected by the receiving bank by a notice of rejection transmitted to the sender orally or in a record. A notice of rejection need not use any particular words and is sufficient if it indicates that the receiving bank is rejecting the order or will not exe…

(1) A communication of the sender of a payment order canceling or amending the order may be transmitted to the receiving bank orally or in a record. If a security procedure is in effect between the sender and the receiving bank, the communication is not effective to cancel or ame…

If a receiving bank fails to accept a payment order that it is obliged by express agreement to accept, the bank is liable for breach of the agreement to the extent provided in the agreement or in this chapter, but does not otherwise have any duty to accept a payment order or, bef…

(1) A payment order is “executed” by the receiving bank when it issues a payment order intended to carry out the payment order received by the bank. A payment order received by the beneficiary’s bank can be accepted but cannot be executed.(2) “Execution date” of a payment order m…

(1) Except as provided in subsections (2)-(4), if the receiving bank accepts a payment order pursuant to s. 670.209(1), the bank has the following obligations in executing the order:(a) The receiving bank is obliged to issue, on the execution date, a payment order complying with …

(1) A receiving bank that executes the payment order of the sender by issuing a payment order in an amount greater than the amount of the sender’s order, or issues a payment order in execution of the sender’s order and then issues a duplicate order, is entitled to payment of the …

If the sender of a payment order that is erroneously executed as stated in s. 670.303 receives notification from the receiving bank that the order was executed or that the sender’s account was debited with respect to the order, the sender has a duty to exercise ordinary care to d…

(1) If a funds transfer is completed but execution of a payment order by the receiving bank in breach of s. 670.302 results in delay in payment to the beneficiary, the bank is obliged to pay interest to either the originator or the beneficiary of the funds transfer for the period…

“Payment date” of a payment order means the day on which the amount of the order is payable to the beneficiary by the beneficiary’s bank. The payment date may be determined by instruction of the sender but cannot be earlier than the day the order is received by the beneficiary’s …

(1) This section is subject to ss. 670.205 and 670.207.(2) With respect to a payment order issued to the beneficiary’s bank, acceptance of the order by the bank obliges the sender to pay the bank the amount of the order, but payment is not due until the payment date of the order.…

(1) Payment of the sender’s obligation under s. 670.402 to pay the receiving bank occurs as follows:(a) If the sender is a bank, payment occurs when the receiving bank receives final settlement of the obligation through a Federal Reserve bank or through a funds-transfer system.(b…

(1) Subject to ss. 670.211(5) and 670.405(4) and (5), if a beneficiary’s bank accepts a payment order, the bank is obliged to pay the amount of the order to the beneficiary of the order. Payment is due on the payment date of the order, but if acceptance occurs on the payment date…

(1) If the beneficiary’s bank credits an account of the beneficiary of a payment order, payment of the bank’s obligation under s. 670.404(1) occurs when and to the extent:(a) The beneficiary is notified of the right to withdraw the credit;(b) The bank lawfully applies the credit …

(1) Subject to ss. 670.211(5) and 670.405(4) and (5), the originator of a funds transfer pays the beneficiary of the originator’s payment order at the time a payment order for the benefit of the beneficiary is accepted by the beneficiary’s bank in the funds transfer and in an amo…

(1) Except as otherwise provided in this chapter, the rights and obligations of a party to a funds transfer may be varied by agreement of the affected party.(2) “Funds-transfer system rule” means a rule of an association of banks governing transmission of payment orders by means …

(1) As used in this section, the term “creditor process” means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf of a creditor or other claimant with respect to an account.(2) This subsection applies to creditor process with r…

For proper cause and in compliance with applicable law, a court may restrain:(1) A person from issuing a payment order to initiate a funds transfer;(2) An originator’s bank from executing the payment order of the originator; or(3) The beneficiary’s bank from releasing funds to th…

(1) If a receiving bank has received more than one payment order of the sender or one or more payment orders and other items that are payable from the sender’s account, the bank may charge the sender’s account with respect to the various orders and items in any sequence.(2) In de…

If a receiving bank has received payment from its customer with respect to a payment order issued in the name of the customer as sender and accepted by the bank, and the customer received notification reasonably identifying the order, the customer is precluded from asserting that…

(1) If, under this chapter, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined:(a) By agreement of the sender and receiving bank; or(b) By a funds-transfer system rule if the payment order is transm…

(1) The following rules apply unless the affected parties otherwise agree or subsection (3) applies:(a) The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the receiving bank is located.(b) T…

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…

(1) Chapters 669-680 may be cited as the “Uniform Commercial Code” or “code.”(2) This chapter applies to a transaction to the extent that it is governed by another chapter of this code and may be cited as the “Uniform Commercial Code—General Provisions.”History.—s. 1, ch. 65-254;…

(1) This code shall be liberally construed and applied to promote its underlying purposes and policies, which are:(a) To simplify, clarify, and modernize the law governing commercial transactions.(b) To permit the continued expansion of commercial practices through custom, usage,…

Unless displaced by the particular provisions of this code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validati…

This code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.History.—s. 1, ch. 65-254.Note.—s. 1-104, U.C.C.

(1) Except as provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of this state or of such other state or nation will govern their rights and duties. Failing such agr…

(1) The remedies provided by this code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed, but neither consequential or special nor penal damages may be had except as specifically provided …

A claim or right arising out of an alleged breach can be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record.History.—s. 1, ch. 65-254; s. 7, ch. 2007-134; s. 35, ch. 2025-92.Note.—s. 1-107, U.C.C.; supersedes ss. 675.28, 67…

If any provision or clause of this code or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of the code which can be given effect without the invalid provision or application, and to this end the…

Section captions are parts of this code.History.—s. 1, ch. 65-254.Note.—s. 1-109, U.C.C.

Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other chapters of this code which apply to particular chapters or parts thereof, have the meanings stated. Subject to definitions contained in other chap…

A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its…

Every contract or duty within this code imposes an obligation of good faith in its performance and enforcement.History.—s. 1, ch. 65-254; s. 10, ch. 2007-134.Note.—s. 1-203, U.C.C.; supersedes ss. 678.54, 614.02(11).

(1) Whether a time for taking an action required by this code is reasonable depends on the nature, purpose, and circumstances of the action.(2) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.Histo…

(1) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:(a) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and(b) The other party, with knowledge of…

(1) A party who, with explicit reservation of rights, performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are …

A term providing that one party or the party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or “when she or he deems herself or himself insecure” or in words of similar import must be construed to mean that s…

(1) Subject to subsection (6), a person has “notice” of a fact if the person:(a) Has actual knowledge of it;(b) Has received a notice or notification of it; or(c) From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.(…