Title 27, Uniform Commercial Code

§490:1-101 Short title. (a) This chapter may be cited as the Uniform Commercial Code. (b) This article may be cited as Uniform Commercial Code--General Provisions. [L 2004, c 162, pt of §1]

§490:1-102 Scope of article. This article applies to a transaction to the extent that it is governed by another article of this chapter. [L 2004, c 162, pt of §1]

§490:1-103 Construction of chapter to promote its purposes and policies; applicability of supplemental principles of law. (a) This chapter shall be liberally construed and applied to promote its underlying purposes and policies, which are: (1) To simplify, clarify, and modernize …

§490:1-104 Construction against implied repeal. This chapter being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. [L 2004, c 162, …

§490:1-105 Severability. If any provision or clause of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or applic…

§490:1-106 Use of singular and plural; gender. In this chapter, unless the statutory context otherwise requires: (1) Words in the singular number include the plural, and those in the plural include the singular; and (2) Words of any gender also refer to any other gender. [L 2004,…

§490:1-107 Section captions. Section captions are part of this chapter. [L 2004, c 162, pt of §1]

§490:1-108 Relation to Electronic Signatures in Global and National Commerce Act. This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, Title 15 United States Code section 7001 et seq., except that nothing in this art…

PART 2. GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION §490:1-201 General definitions. (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of this chapter that apply to particular …

§490:1-202 Notice; knowledge. (a) Subject to subsection (f), a person has "notice" of a fact if the person: (1) Has actual knowledge of it; (2) Has received a notice or notification of it; or (3) From all the facts and circumstances known to the person at the time in question, ha…

§490:1-203 Lease distinguished from security interest. (a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b) A transaction in the form of a lease creates a security interest if the consideration that the…

§490:1-204 Value. Except as otherwise provided in articles 3, 4, 5, and 12, a person gives value for rights if the person acquires them: (1) In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whe…

§490:1-205 Reasonable time; seasonableness. (a) Whether a time for taking an action required by this chapter is reasonable depends on the nature, purpose, and circumstances of the action. (b) An action is taken seasonably if it is taken at or within the time agreed or, if no time…

§490:1-206 Presumptions. Whenever this chapter creates a "presumption" with respect to a fact, or provides that a fact is "presumed", the trier of fact shall find the existence of the fact unless evidence is introduced that supports a finding of its nonexistence. [L 2004, c 162, …

PART 3. TERRITORIAL APPLICABILITY AND GENERAL RULES §490:1-301 Territorial applicability; parties' power to choose applicable law. (a) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation, t…

§490:1-302 Variation by agreement. (a) Except as otherwise provided in subsection (b) or elsewhere in this chapter, the effect of provisions of this chapter may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care prescribed by this chapt…

§490:1-303 Course of performance, course of dealing, and usage of trade. (a) A "course of performance" is a sequence of conduct between the parties to a particular transaction that exists if: (1) The agreement of the parties with respect to the transaction involves repeated occas…

§490:1-304 Obligation of good faith. Every contract or duty within this chapter imposes an obligation of good faith in its performance and enforcement. [L 2004, c 162, pt of §1]

§490:1-305 Remedies to be liberally administered. (a) The remedies provided by this chapter shall be liberally administered so that the aggrieved party is put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal da…

§490:1-306 Waiver or renunciation of claim or right after breach. A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record. [L 2004, c 162, pt of §1; am L 2023, c 132, §5]

§490:1-307 Prima facie evidence by third-party documents. 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…

§490:1-308 Performance or acceptance under reservation of rights. (a) A party that 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. Suc…

§490:1-309 Option to accelerate at will. A term providing that one party or that party's successor in interest may accelerate payment or performance or require collateral or additional collateral "at will" or when the party "deems itself insecure", or words of similar import, mea…

§490:1-310 Subordinated obligations. An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor…

ARTICLE 10. EFFECTIVE DATE AND REPEALER §490:10-101 Effective date. This chapter shall take effect on January 1, 1967. It applies to transactions entered into and events occurring on or after that date. [L 1965, c 208, §10-101; HRS §490:10-101]

§490:10-102 Specific repealer; provision for transition. (1) The following acts and all other acts and parts of acts inconsistent herewith are hereby repealed: Chapter 172, Part IV, Revised Laws of Hawaii 1955, The Uniform Stock Transfer Act (modified) Chapter 187, Revised Laws o…

§490:10-103 General repealer. Except as provided in the following section, all acts and parts of acts inconsistent with this chapter are hereby repealed. [L 1965, c 208, §10-103; HRS §490:10-103]

§490:10-103.1 Inconsistent laws. If any other provision of law is inconsistent with this chapter, this chapter shall govern unless this chapter or such inconsistent provision of law specifically provides otherwise. [L 1965, c 208, §10-103.1; HRS §490:10-103.1]

§490:10-104 Laws not repealed. The article on documents of title (article 7) does not repeal or modify any laws prescribing the form or contents of documents of title or the services or facilities to be afforded by bailees, or otherwise regulating bailees' businesses in respects …

ARTICLE 11. EFFECTIVE DATE AND TRANSITION PROVISIONS--1978 AMENDATORY ACT §490:11-101 Effective date. This Act shall become effective at 12:01 A.M. on July 1, 1979. [L 1978, c 155, pt of §1(34)]

§490:11-102 Preservation of old transition provision. The provisions of chapter 490, effective on January 1, 1967, herein referred to as "old U.C.C." shall continue to apply to the amendments herein provided herein referred to as "new U.C.C." and for this purpose the old U.C.C. a…

§490:11-103 Transition to new U.C.C.--General Rule. Transactions validly entered into after January 1, 1967 and before July 1, 1979, and which were subject to the provisions of old U.C.C. and which would be subject to this Act as amended if they had been entered into after the ef…

§490:11-104 Transition provision on change of requirement of filing. A security interest for the perfection of which filing or the taking of possession as required under old U.C.C. and which attached prior to the effective date of July 1, 1979 but was not perfected shall be deeme…

§490:11-105 Transition provision on change of place of filing. (1) A financing statement or continuation statement filed prior to July 1, 1979 which shall not have lapsed prior to July 1, 1979 shall remain effective for the period provided in the old U.C.C., but not less than fiv…

§490:11-106 Required refilings. (1) If a security interest is perfected or has priority when this Act takes effect as to all persons or as to certain persons without any filing or recording, and if the filing of a financing statement would be required for the perfection or priori…

§490:11-107 Transition provisions as to priorities. Except as otherwise provided in Article 11, old U.C.C. shall apply to any question of priority if the positions of the parties were fixed prior to the effective date of July 1, 1979. In other cases questions of priority shall be…

§490:11-108 Presumption that rule of law continues unchanged. Unless a change in law has clearly been made, the provisions of the new U.C.C. shall be deemed declaratory of the meaning of the old U.C.C. [L 1978, c 155, pt of §1(34)]

[ARTICLE 12.] CONTROLLABLE ELECTRONIC RECORDS [§490:12-101] Short title. This article may be cited as Uniform Commercial Code--Controllable Electronic Records. [L 2023, c 132, pt of §1]

[§490:12-102] Definitions. (a) In this article: "Controllable electronic record" means a record stored in an electronic medium that may be subjected to control under section 490:12-105. "Controllable electronic record" does not include a controllable account, a controllable payme…

[§490:12-103] Relation to article 9 and consumer laws. (a) If there is conflict between this article and article 9, article 9 shall govern. (b) A transaction subject to this article shall be subject to any applicable rule of law that establishes a different rule for consumers, in…

[§490:12-104] Rights in controllable account, controllable electronic record, and controllable payment intangible. (a) This section shall apply to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefit…

[§490:12-105] Control of controllable electronic record. (a) A person shall be deemed to have control of a controllable electronic record if the electronic record; a record attached to, or logically associated with, the electronic record; or a system in which the electronic recor…

[§490:12-106] Discharge of account debtor on controllable account or controllable payment intangible. (a) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying: (1) The person having control of the controllable elect…

[§490:12-107] Governing law. (a) Except as provided in subsection (b), the local law of a controllable electronic record's jurisdiction shall govern a matter covered by this article. (b) For a controllable electronic record that evidences a controllable account or controllable pa…

[ARTICLE 13.] TRANSITIONAL PROVISIONS FOR UNIFORM COMMERCIAL CODE AMENDMENTS (2022) PART 1. GENERAL PROVISIONS AND DEFINITIONS [§490:13-101] Short title. This article may be cited as Transitional Provisions for Uniform Commercial Code Amendments (2022). [L 2023, c 132, pt of §1]…

[§490:13-102] Definitions. (a) In this article: "Adjustment date" means July 1, 2025, or the date that is one year after June 29, 2023, whichever is later. "Article 12 property" means a controllable account, controllable electronic record, or controllable payment intangible. (b) …

PART 2. GENERAL TRANSITIONAL PROVISION [§490:13-201] Savings clause. Except as provided in part 3, a transaction validly entered into before the effective date of this article and the rights, duties, and interests flowing from the transaction shall remain valid thereafter and may…

PART 3. TRANSITIONAL PROVISIONS FOR ARTICLES 9 AND 12 [§490:13-301] Savings clause. (a) Except as provided in this part, article 9 as amended by Act 132, Session Laws of Hawaii 2023, and article 12 shall apply to a transaction, lien, or other interest in property, regardless of w…

[§490:13-302] Security interest perfected before the effective date. (a) A security interest that is enforceable and perfected immediately before the effective date of this article shall be a perfected security interest under this article if, on the effective date of this article…

[§490:13-303] Security interest unperfected before the effective date. A security interest that is enforceable immediately before the effective date of this article but is unperfected at that time shall: (1) Remain an enforceable security interest until the adjustment date; (2) R…