Title XXIX, Commerce and Trade

(1) Except as otherwise provided with respect to goods that threaten to decline in value speedily (KRS 355.2A-511) and subject to any security interest of a lessee (subsection (5) of KRS 355.2A-508): (a) The lessee, after rejection of goods in the lessee's possession, shall hold …

(1) If any tender or delivery by the lessor or the supplier is rejected because nonconforming and the time for performance has not yet expired, the lessor or the supplier may seasonably notify the lessee of the lessor's or the supplier's intention to cure and may then make a conf…

(1) In rejecting goods, a lessee's failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default: (a) If, stated seasonably, the lessor or the supplier could have cu…

(1) Acceptance of goods occurs after the lessee has had a reasonable opportunity to inspect the goods; and (a) The lessee signifies or acts with respect to the goods in a manner that signifies to the lessor or the supplier that the goods are conforming or that the lessee will tak…

establishing default after acceptance -- Notice of claim or litigation to person answerable over. (1) A lessee must pay rent for any goods accepted in accordance with the lease contract, with due allowance for goods rightfully rejected or not delivered. (2) A lessee's acceptance …

(1) A lessee may revoke acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the lessee if the lessee has accepted it: (a) Except in the case of a finance lease, on the reasonable assumption that its nonconformity would be cured and it has…

(1) After a default by a lessor under the lease contract of the type described in KRS 355.2A-508(1), or, if agreed, after other default by the lessor, the lessee may cover by making any purchase or lease of or contract to purchase or lease goods in substitution for those due from…

warranty in regard to accepted goods. (1) Except as otherwise provided with respect to damages liquidated in the lease agreement (KRS 355.2A-504) or otherwise determined pursuant to agreement of the parties (KRS 355.1-302 and 355.2A-503), if a lessee elects not to cover or a less…

(1) Incidental damages resulting from a lessor's default include expenses reasonably incurred in inspection, receipt, transportation, and care and custody of goods rightfully rejected or goods the acceptance of which is justifiably revoked, any commercially reasonable charges, ex…

(1) Specific performance may be decreed if the goods are unique or in other proper circumstances. (2) A decree for specific performance may include any terms and conditions as to payment of the rent, damages, or other relief that the court deems just. (3) A lessee has a right of …

(1) Subject to subsection (2) and even though the goods have not been shipped, a lessee who has paid a part or all of the rent and security for goods identified to a lease contract (KRS 355.2A-217) on making and keeping good a tender of any unpaid portion of the rent and security…

(1) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value…

(1) A lessor aggrieved under subsection (1) of KRS 355.2A-523 may: (a) Identify to the lease contract conforming goods not already identified if at the time the lessor learned of the default they were in the lessor's or the supplier's possession or control; and (b) Dispose of goo…

(1) If a lessor discovers the lessee to be insolvent, the lessor may refuse to deliver the goods. (2) After a default by the lessee under the lease contract of the type described in KRS 355.2A-523(1) or 355.2A-523(3)(a) or, if agreed, after other default by the lessee, the lessor…

(1) A lessor may stop delivery of goods in the possession of a carrier or other bailee if the lessor discovers the lessee to be insolvent and may stop delivery of carload, truckload, planeload, or larger shipments of express or freight if the lessee repudiates or fails to make a …

(1) After a default by a lessee under the lease contract of the type described in KRS 355.2A-523(1) or 355.2A-523(3)(a) or after the lessor refuses to deliver or takes possession of goods (KRS 355.2A-525 or 355.2A-526), or, if agreed, after other default by a lessee, the lessor m…

other default. (1) Except as otherwise provided with respect to damages liquidated in the lease agreement (KRS 355.2A-504) or otherwise determined pursuant to agreement of the parties (KRS 355.1-302 and 355.2A-503), if a lessor elects to retain the goods or a lessor elects to dis…

(1) After default by the lessee under the lease contract of the type described in KRS 355.2A-523(1) or 355.2A-523(3)(a) or, if agreed, after other default by the lessee, if the lessor complies with subsection (2), the lessor may recover from the lessee as damages: (a) For goods a…

Incidental damages to an aggrieved lessor include any commercially reasonable charges, expenses, or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the lessee's default, in connection with return or disposition of the goods, or ot…

(1) If a third party so deals with goods that have been identified to a lease contract as to cause actionable injury to a party to the lease contract (a) the lessor has a right of action against the third party, and (b) the lessee also has a right of action against the third part…

In addition to any other recovery permitted by this article or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor's residual interest in the goods caused by the default of the lessee.

This article may be cited as Uniform Commercial Code -- Negotiable Instruments.

(1) This article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 4A of this chapter, or to securities governed by Article 8 of this chapter. (2) If there is conflict between this article and Article 4 or 9 of this chapter, Arti…

(1) In this article: (a) "Acceptor" means a drawee who has accepted a draft; (b) "Consumer account" means an account established by an individual primarily for personal, family, or household purposes; (c) "Consumer transaction" means a transaction in which an individual incurs an…

(1) Except as provided in subsections (3) and (4) of this section, "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 or…

(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 a…

(1) Except as provided in this section, for the purposes of KRS 355.3-104(1), a promise or order is unconditional unless it states: (a) An express condition to payment; (b) That the promise or order is subject to or governed by another record; or (c) That rights or obligations wi…

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: (a) States that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder; or (b) Does not state any time of payment. (2) A promise or order is "payable at a definite time" if it i…

(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 t…

(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 perso…

Except as otherwise provided for items in Article 4 of this chapter, 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…

(1) Unless otherwise provided in the instrument: (a) An instrument is not payable with interest; and (b) 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…

(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 KRS 355.4-401(3), an instrument payable on demand is not payable before the date of the instrument. (2)…

If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.

(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) of t…

(1) Except as otherwise provided in the instrument, two (2) 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 sig…

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) Except as provided in subsection (5) of this section, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six (6) years after the due date or dates stated in the note or, if a due date is accelerated, within six (6)…

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 chapter, the defendant may give the third person notice of the litigation in a record, and the person notified may then give similar notice to any ot…

(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, negoti…

(1) Negotiation is effective even if obtained: (a) From an infant, a corporation exceeding its powers, or a person without capacity; (b) By fraud, duress, or mistake; or (c) In breach of duty or as part of an illegal transaction. (2) To the extent permitted by other law, negotiat…

(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 transf…

(1) "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: (a) Negotiating the instrument; (b) Restricting payment of the instrument; or (c) Incurring indors…

(1) If an indorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the indorsement identifies a person to whom it makes the instrument payable, it is a "special indorsement." When specially indorsed, an instrument becom…

(1) 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. (2) An indorsement stating a condition to the right of the indorsee…