Title 11 — Commercial Code
0 chapters · 563 sections in this title.
O.C.G.A. § 11-3-109 Payable to bearer or to order
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(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 state a payee; or (3) States that it is payable t…
O.C.G.A. § 11-3-110 Identification of person to whom instrument is payable
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(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 instrument is payable to the person intended by the signer even if that perso…
O.C.G.A. § 11-3-111 Place of payment
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Except as otherwise provided for items in Article 4 of this title, 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 instrument. If no address i…
O.C.G.A. § 11-3-112 Interest
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(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 variable amount of money or it …
O.C.G.A. § 11-3-113 Date of instrument
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(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 subsection (c) of Code Section 11-4-401, an instrument payable on demand is not payable before the date …
O.C.G.A. § 11-3-114 Contribution
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Joint and several liability, §11-3-116. Contributory negligence. Forged signature or alteration of instrument, §11-3-406. Conversion of instrument. Liability, §11-3-420. Date of instrument, §11-3-113. Declaration of loss. Defined, §11-3-312. Defenses. Recoupment, §11-3-305. Definit…
O.C.G.A. § 11-3-115 Incomplete instrument
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(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 numbers. (b) Subject to subsection (c) of t…
O.C.G.A. § 11-3-116 Joint and several liability; contribution
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(a) Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, indorsers who indorse as joint payees, or anomalous indorsers are jointly and severally liable in the capacity in which they sign. (…
O.C.G.A. § 11-3-117 Other agreements affecting instrument
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Subject to applicable law regarding exclusion of proof of contempo347 11-3-118 raneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented, or nullified by a separate agreement of the obligor and a person entitled t…
O.C.G.A. § 11-3-118 Statute of limitations
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(a) Except as provided in subsection (e) of this Code section, 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 accelerated, within six yea…
O.C.G.A. § 11-3-119 Notice of right to defend action
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In an action for breach of an obligation for which a third person is answerable over pursuant to this article or Article 4 of this title, the defendant may give the third person written notice of the litigation, and 350 11-3-201 the person notified may then give similar notice to …
O.C.G.A. § 11-3-201 Negotiation
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(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 an identified person, negotia…
O.C.G.A. § 11-3-202 Negotiation subject to rescission
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(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 transaction. (b) To the extent permitted by other law, negoti…
O.C.G.A. § 11-3-203 Transfer of instrument; rights acquired by transfer
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(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 instrument, whether or not the transfer is a negotiation, vests in the transf…
O.C.G.A. § 11-3-204 Indorsement
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(a) “Indorsement” 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 instrument; or (iii) incurring indo…
O.C.G.A. § 11-3-206 Restrictive indorsement
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(a) An indorsement 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 indorsement stating a condition to the right of the indorsee…
O.C.G.A. § 11-3-207 Reacquisition
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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 indorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instr…
O.C.G.A. § 11-3-301 Person entitled to enforce instrument
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“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 entitled to enforce the instrument pursuant to Code Sec…
O.C.G.A. § 11-3-302 Holder in due course
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(a) Subject to subsection (c) of this Code section and subsection (d) of Code Section 11-3-106, “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…
O.C.G.A. § 11-3-303 Value and consideration
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(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; 380 11-3-303 (2) The transferee acquires a security interest or other lien in the instrument other than…
O.C.G.A. § 11-3-304 Overdue instrument
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(a) An instrument payable on demand becomes overdue at the earliest of the following times: (1) On the day after the day demand for payment is duly made; (2) If the instrument is a check, 90 days after its date; or (3) If the instrument is not a check, when the instrument has bee…
O.C.G.A. § 11-3-305 Defenses and claims in recoupment
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(a) Except as stated in subsection (b) of this Code section, the right to enforce the obligation of a party to pay an instrument is subject to the following: (1) A defense of the obligor based on: (i) Infancy of the obligor to the extent it is a defense to a simple contract; (ii)…
O.C.G.A. § 11-3-306 Claims to an instrument
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A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A perso…
O.C.G.A. § 11-3-307 Notice of breach of fiduciary duty
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(a) In this Code section: (1) “Fiduciary” means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument; and (2) “Represented person” means the principal, beneficiary, partnership, corporation, or other…
O.C.G.A. § 11-3-308 Proof of signatures and status as holder in due course
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(a) In an action with respect to an instrument, the authenticity of and authority to make each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a signature is denied in the pleadings, the burden of establishing validity is on …
O.C.G.A. § 11-3-309 Enforcement of lost, destroyed, or stolen instrument
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(a) A person not in possession of an instrument is entitled to enforce the instrument if (i) the person was in possession of the instrument and entitled to enforce it when loss of possession occurred; (ii) the loss of possession was not the result of a transfer by the person or a…
O.C.G.A. § 11-3-310 Effect of instrument on obligation for which taken
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(a) Unless otherwise agreed, if a certified check, cashier’s check, or teller’s check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obligat…
O.C.G.A. § 11-3-311 Accord and satisfaction by use of instrument
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(a) If a person against whom a claim is asserted proves that (i) such person in good faith tendered an instrument to the claimant as full satisfaction of the claim; (ii) the amount of the claim was unliquidated or subject to a bona fide dispute; and (iii) the claimant obtained pay…
O.C.G.A. § 11-3-401 Signature
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(a) A person is not liable on an instrument unless (i) the person signed the instrument; or (ii) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under Code Section 11-3-402. (b) A signature m…
O.C.G.A. § 11-3-402 Signature by representative
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(a) If a person acting or purporting to act as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented person would be bound if the sig…
O.C.G.A. § 11-3-403 Unauthorized signature
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(a) Unless otherwise provided in this article or Article 4 of this title, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be…
O.C.G.A. § 11-3-404 Impostors; fictitious payees
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(a) If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an indo…
O.C.G.A. § 11-3-405 Impostors, §11-3-404
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Instruments signed for accommodation, §11-3-419. Joint and several liability, §11-3-116. Obligation of acceptor, §11-3-413. Obligation of drawer, §11-3-414. Obligation of indorser, §11-3-415. Obligation of issuer of negotiable instrument, §11-3-412. Payment by mistake, §11-3-418.…
O.C.G.A. § 11-3-406 Negotiation
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Negotiation subject to rescission. Transfer of instrument; rights acquired by transfer. Indorsement. Special indorsement; blank indorsement; anomalous indorsement. Restrictive indorsement. Reacquisition. Person entitled to enforce instrument. Holder in due course. Value and consi…
O.C.G.A. § 11-3-407 Alteration
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(a) “Alteration” means (i) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party; or (ii) an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party. (b) Except …
O.C.G.A. § 11-3-408 Drawee not liable on unaccepted draft
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A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it. History. Code 1981, § 11-3-408, enacted by Ga. L. 1996, p. 1306, § 3.
O.C.G.A. § 11-3-409 Acceptance of draft; certified check
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(a) “Acceptance” means the drawee’s signed agreement to pay a draft as presented. It must be written on the draft and may consist of the drawee’s signature alone. Acceptance may be made at any time and becomes effective when notification pursuant to instructions is given or the ac…
O.C.G.A. § 11-3-410 Acceptance varying draft
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(a) If the terms of a drawee’s acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance. (b) The terms of a draft are not varied by an acceptance to pay at …
O.C.G.A. § 11-3-411 Order, §11-3-103
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Ordinary care, §11-3-103. Party, §11-3-103. Payable at a definite time, §11-3-108. Payable on demand, §11-3-108.
O.C.G.A. § 11-3-412 Obligation of issuer of note or cashier’s check
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The issuer of a note or cashier’s check or other draft drawn on the drawer is obliged to pay the instrument (i) according to its terms at the time it was issued or, if the instrument was not issued, at the time it first came into the possession of a holder; or (ii) if the issuer s…
O.C.G.A. § 11-3-413 Obligation of acceptor
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(a) The acceptor of a draft is obliged to pay the draft (i) according to its terms at the time it was accepted, even though the acceptance states that the draft is payable “as originally drawn” or equivalent terms; (ii) if the acceptance varies the terms of the draft, according t…
O.C.G.A. § 11-3-414 Obligation of drawer
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(a) This Code section does not apply to cashier’s checks or other drafts drawn on the drawer. (b) If an unaccepted draft is dishonored, the drawer is obliged to pay the draft (i) according to its terms at the time it was issued or, if the instrument was not issued, at the time it…
O.C.G.A. § 11-3-415 Obligation of indorser
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(a) Subject to subsections (b), (c), (d), and (e) of this Code section and to subsection (d) of Code Section 11-3-419, if an instrument is dishonored, an indorser is obliged to pay the amount due on the instrument (i) according to the terms of the instrument at the time it was in…
O.C.G.A. § 11-3-416 Transfer warranties
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(a) A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by indorsement, to any subsequent transferee that: (1) The warrantor is a person entitled to enforce the instrument; (2) All signatures on the instrument are authentic an…
O.C.G.A. § 11-3-417 Presentment warranties
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(a) If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person obtaining payment or acceptance, at the time of presentment, and a previous transferor of the draft, at the time of transfer, warrant to the drawee…
O.C.G.A. § 11-3-418 Payment or acceptance by mistake
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(a) Except as provided in subsection (c) of this Code section, if the drawee of a draft pays or accepts the draft and the drawee acted on the mistaken belief that (i) payment of the draft had not been stopped pursuant to Code Section 11-4-403; or (ii) the signature of the drawer …
O.C.G.A. § 11-3-419 Instruments signed for accommodation
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(a) If an instrument is issued for value given for the benefit of a party to the instrument known as the “accommodated party,” and another party to the instrument known as the “accommodation party” signs the instrument for the purpose of incurring liability on the instrument witho…
O.C.G.A. § 11-3-420 Estate of Bass v
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Regions Bank, Inc., 947 F.3d 1352, 2020 U.S. App. LEXIS 1731 (11th Cir. 2020). Assignment for collection as defense. — Contention that note has been assigned to collection agencies presents no defense where plaintiff is holder of the note and none of the provisions of O.C.G.A. § …
O.C.G.A. § 11-3-501 Presentment
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(a) “Presentment” means a demand made by or on behalf of a person entitled to enforce an instrument to (i) pay the instrument made to the drawee or a party obliged to pay the instrument or, in the case of a note or accepted draft payable at a bank, to the bank; or (ii) accept a d…
O.C.G.A. § 11-3-502 Dishonor
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(a) Dishonor of a note is governed by the following rules: (1) If the note is payable on demand, the note is dishonored if presentment is duly made to the maker and the note is not paid on the day of presentment. (2) If the note is not payable on demand and is payable at or throu…