Title XIII, COMMERCE (Ch. 505 - 554I)

Remedies for material misrepresentation or fraud include all remedies available under this Article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim…

Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract 1. a right of action against the third party is in either party to the contract for sale who has title to or a security interest or …

1. If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price ( section 554.2708 or 554.2713 ) shall be determined according to the price of such goods prevailing at the…

If the prevailing price or value of goods regularly bought and sold in an established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of that market are admissible in …

1. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it. 2. A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when…

This Article may be cited as Uniform Commercial Code — Negotiable Instruments. 94 Acts, ch 1167, §10, 121, 122

1. This Article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 12 , or to securities governed by Article 8 . 2. If there is conflict between this Article and Article 4 or 9 , Articles 4 and 9 govern. 3. Regulations of the Boar…

1. In this Article : a. “Acceptor” means a drawee who has accepted a draft. b. “Drawee” means a person ordered in a draft to make payment. c. “Drawer” means a person who signs or is identified in a draft as a person ordering payment. d. Reserved. e. “Maker” means a person who sig…

1. Except as provided in subsections 3 and 4 , “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it: a. is payable to bearer or to order at the time it is…

1. “Issue” means: a. the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person; or b. if agreed by the payee, the first transmission by the drawer to the payee of an image of an i…

1. Except as provided in this section , for the purposes of section 554.3104, subsection 1 , a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another writing, or that rights or obligations…

Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollar…

1. A promise or order is “payable on demand” if it states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or does not state any time of payment. 2. A promise or order is “payable at a definite time” if it is payable o…

1. A promise or order is payable to bearer if it: a. 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; b. does not state a payee; or c. states that it is payable to or…

1. 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 person…

Except as otherwise provided for items in Article 4 , 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 is stated, the…

1. Unless otherwise provided in the instrument, an instrument is not payable with interest, and interest on an interest-bearing instrument is payable from the date of the instrument. 2. Interest may be stated in an instrument as a fixed or variable amount of money or it may be ex…

1. 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 section 554.4401, subsection 3 , an instrument payable on demand is not payable before the date of the i…

If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers. 94 Acts, ch 1167, §23, 121, 122

1. “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. 2. Subject to subsection 3 , if an …

1. Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign. 2.…

Subject to applicable law regarding exclusion of proof of contemporaneous 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 to enforce t…

1. A cause of action against a maker or an acceptor accrues a. in the case of a time instrument on the day after maturity; b. in the case of a demand instrument upon its date or, if no date is stated, on the date of issue. 2. A cause of action against the obligor of a demand or t…

In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4 , the defendant may give the third person written notice of the litigation, and the person notified may then give similar notice to any other person who is a…

1. “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. 2. Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiat…

1. Negotiation is effective even if obtained from an infant, a corporation exceeding its powers, or a person without capacity; by fraud, duress, or mistake; or in breach of duty or as part of an illegal transaction. 2. To the extent permitted by other law, negotiation may be resc…

1. 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. 2. Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transfer…

1. “Endorsement” 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 negotiating the instrument, restricting payment of the instrument, or incurring endorser’s liability…

1. If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, it is a “special endorsement.” When specially endorsed, an instrument become…

1. An endorsement 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. 2. An endorsement stating a condition to the right of the endorsee t…

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 endorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the inst…

“Person entitled to enforce” an instrument means the holder of the instrument, a nonholder in possession of the instrument who has the rights of a holder, or a person not in possession of the instrument who is entitled to enforce the instrument pursuant to section 554.3309 or 554…

1. Subject to subsection 3 and section 554.3106, subsection 4 , “holder in due course” means the holder of an instrument if: a. the instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is not otherwise so irregular or…

1. An instrument is issued or transferred for value if: a. the instrument is issued or transferred for a promise of performance, to the extent the promise has been performed; b. the transferee acquires a security interest or other lien in the instrument other than a lien obtained…

1. An instrument payable on demand becomes overdue at the earliest of the following times: a. on the day after the day demand for payment is duly made; b. if the instrument is a check, ninety days after its date; or c. if the instrument is not a check, when the instrument has bee…

1. Except as stated in subsection 2 , the right to enforce the obligation of a party to pay an instrument is subject to the following: a. a defense of the obligor based on infancy of the obligor to the extent it is a defense to a simple contract; duress, lack of legal capacity, o…

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…

1. In this section : a. “Fiduciary” means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument. b. “Represented person” means the principal, beneficiary, partnership, corporation, or other person t…

1. 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 o…

1. A person not in possession of an instrument is entitled to enforce the instrument if: a. the person seeking to enforce the instrument: (1) was entitled to enforce the instrument when loss of possession occurred, or (2) has directly or indirectly acquired ownership of the instr…

1. 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…

1. If a person against whom a claim is asserted proves that that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, the amount of the claim was unliquidated or subject to a bona fide dispute, and the claimant obtained payment of the ins…

1. In this section : a. “Check” means a cashier’s check, teller’s check, or certified check. b. “Claimant” means a person who claims the right to receive the amount of a cashier’s check, teller’s check, or certified check that was lost, destroyed, or stolen. c. “Declaration of lo…

A person is not liable on an instrument unless the person signed the instrument, or the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under section 554.3402 . 94 Acts, ch 1167, §48, 121, 122 ; …

1. 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 si…

1. Unless otherwise provided in this Article or Article 4 , 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 ratified for …