Title XXIX, Commerce and Trade

If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code which can be given effect without the invalid provision or ap…

In the Uniform Commercial Code, 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.

Section headnotes are part of the Uniform Commercial Code.

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. sec. 7001 et seq., except that nothing in this chapter modifies, limits, or supersedes Section 7001(c) of that Act or authorizes electronic delivery of a…

(1) 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 articles or parts thereof, have the meanings stated. (2) Subject to definitions contained in …

(1) Subject to subsection (6) of this section, 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 kn…

(1) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (2) A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possessio…

Except as otherwise provided in Articles 3, 4, 5, and 12 of this chapter, 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 wheth…

(1) Whether a time for taking an action required by the Uniform Commercial 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 re…

Whenever the Uniform Commercial Code creates a "presumption" with respect to a fact, or provides that a fact is "presumed," the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.

(1) This section applies to a transaction to the extent that it is governed by another article of this chapter. (2) Except as otherwise provided in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agre…

(1) Except as otherwise provided in subsection (2) of this section or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement. (2) The obligations of good faith, diligence, reasonableness, and care prescribed by…

(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 …

Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement.

(1) The remedies provided by the Uniform Commercial 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 damages nor penal damages may be had except…

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.

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…

(1) 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. Such words as "without prejudice," "under protest," or the like are s…

A term providing that one (1) 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, means that the party has power to do so …

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 of the person obligated. Subordinati…

Transactions validly entered into before July 1, 1960, and the rights, duties and interests flowing from them remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by any statute or other law amended or repealed by this chapter…

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 not specifically dealt with her…

This article may be cited as Transitional Provisions for Uniform Commercial Code Amendments (2022).

(1) In this article: (a) "Adjustment date" means July 1, 2025; and (b) "Article 12 property" means a controllable account, controllable electronic record, or controllable payment intangible. (2) The following definitions in other articles of this chapter apply to this article: (a…

Except as provided in KRS 355.11-031 to 355.11-036, a transaction validly entered into before January 1, 2025, and the rights, duties, and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or perm…

(1) Except as provided in this section and KRS 355.11-032 to 355.11-036, Article 9 of this chapter, as amended by 2024 Ky. Acts ch. 10, and Article 12 of this chapter apply to a transaction, lien, or other interest in property, even if the transaction, lien, or interest was enter…

(1) A security interest that is enforceable and perfected immediately before January 1, 2025, is a perfected security interest under 2024 Ky. Acts ch. 10 if, on January 1, 2025, the requirements for enforceability and perfection under 2024 Ky. Acts ch. 10 are satisfied without fu…

A security interest that is enforceable immediately before January 1, 2025, but is unperfected at that time: (1) Remains an enforceable security interest until the adjustment date; (2) Remains enforceable thereafter if the security interest becomes enforceable under KRS 355.9-203…

(1) (a) If action, other than the filing of a financing statement, is taken before January 1, 2025, and the action would have resulted in perfection of the security interest had the security interest become enforceable before January 1, 2025, the action is effective to perfect a …

(1) Subject to subsections (2) and (3) of this section, 2024 Ky. Acts ch. 10 determines the priority of conflicting claims to collateral. (2) Subject to subsection (3) of this section, if the priority of claims to collateral were established before January 1, 2025, Article 9 of t…

(1) Subject to subsections (2) and (3) of this section, Article 12 of this chapter determines the priority of conflicting claims to Article 12 property when the priority rules of Article 9 of this chapter, as amended by 2024 Ky. Acts ch. 10, do not apply. (2) Subject to subsectio…

This article may be cited as Uniform Commercial Code -- Controllable Electronic Records.

(1) In this article: (a) 1. "Controllable electronic record" means a record stored in an electronic medium that can be subjected to control under KRS 355.12-105. 2. The term does not include: a. A controllable account; b. A controllable payment intangible; c. A deposit account; d…

(1) If there is conflict between this article and Article 9 of this chapter, Article 9 governs. (2) A transaction subject to this article is subject to any applicable rule of law that establishes a different rule for consumers.

controllable payment intangible. (1) This section applies to the acquisition and purchase of rights in a controllable account or controllable payment intangible, including the rights and benefits under subsections (3), (4), (5), (7), and (8) of this section of a purchaser and qua…

(1) A person has 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 record is recorded: (a) Gives the person: 1. Power to avail itself of substantially …

payment intangible. (1) An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying: (a) The person having control of the controllable electronic record that evidences the controllable account or controllable payment intan…

(1) Except as provided in subsection (2) of this section, the local law of a controllable electronic record's jurisdiction governs the matters covered by this article. (2) For a controllable electronic record that evidences a controllable account or controllable payment intangibl…

This article shall be known and may be cited as Uniform Commercial Code -- Sales.

article. (1) Unless the context otherwise requires, and except as provided in subsection (3) of this section, this article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the extent provided in subsection (2) of this section. (2) In a hybr…

(1) In this article unless the context otherwise requires: (a) "Buyer" means a person who buys or contracts to buy goods; (b) (Reserved) (c) "Receipt" of goods means taking physical possession of them; and (d) "Seller" means a person who sells or contracts to sell goods. (2) Othe…

(1) "Merchant" means a person who deals in goods of the kind or otherwise by his occupation holds himself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his employment of an a…

"Commercial unit." (1) "Goods" means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. "Goods"…

"Sale" -- "Present sale" -- "Conforming" to contract -- "Termination" -- "Cancellation" -- "Hybrid transaction." (1) In this article, unless the context otherwise requires: (a) "Contract" and "agreement" are limited to those relating to the present or future sale of goods; (b) "C…

(1) A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this article if they are to be severed by the seller, but until severance a purported present sale ther…

(1) Except as otherwise provided in this section, a contract for the sale of goods for the price of five hundred dollars ($500) or more is not enforceable by way of action or defense unless there is a record sufficient to indicate that a contract for sale has been made between th…