Title 11, Title 11

(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 2‑708 or section 2‑713) shall be determined according to the price of such goods prevailing at t…

Whenever the prevailing price or value of any goods regularly bought and sold in any 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 such market shall b…

(1). An action for breach of any contract for sale must be commenced within 4 years after the cause of action has accrued. 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 whe…

This Article is known and 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 4‑A, or to securities governed by Article 8. (2). If there is conflict between this Article and Article 4 or 9, Article 4 or 9 governs. (3). Regulations of the B…

(1). In this Article, unless the context indicates otherwise, the following terms have the following meanings. (a). "Acceptor" means a drawee who has accepted a draft. [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). "Drawee" means a person ordered in a draft to make payment. [PL 1993, c…

(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 tim…

(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 [PL 2023, c. 669, Pt. A, §34 (NEW); PL 2023, c. 669, Pt. E, §1 (AFF).] (b). If agreed to by …

(1). Except as provided in this section, for the purposes of section 3‑1104, subsection (1), a promise or order is unconditional unless it states: (a). An express condition to payment; [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). That the promise or order is subject to or governed by…

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 [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). Does not state any time of payment. [PL 1993, c. 293, Pt. A…

(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; [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). Does not state a pa…

(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 pers…

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: (a). An instrument is not payable with interest; and [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). Interest on an interest-bearing instrument is payable from the date of the instrument. [PL 1993, c. 293, Pt. A, §2 (NEW).] (2). Interest…

(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 4‑401, subsection (1‑B), an instrument payable on demand is not payable before the date of the…

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), i…

(1). Except as otherwise provided in the instrument, 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 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 th…

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

In an action for breach of an obligation for which a 3rd person is answerable over pursuant to this Article or Article 4, the defendant may give the 3rd person written notice of the litigation and the person notified may then give similar notice to any other person who is answera…

(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, nego…

(1). Negotiation is effective even if obtained: (a). From an infant, a corporation exceeding its powers or a person without capacity; [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). By fraud, duress or mistake; or [PL 1993, c. 293, Pt. A, §2 (NEW).] (c). In breach of duty or as part of …

(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 tran…

(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; [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). Restricting payment of t…

(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 beco…

(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 indors…

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…

"Person entitled to enforce" an instrument means: [PL 1993, c. 293, Pt. A, §2 (NEW).] (1). The holder of the instrument; (2). A nonholder in possession of the instrument who has the rights of a holder; or (3). A person not in possession of the instrument who is entitled to enforc…

(1). Subject to subsection (3) and section 3‑1106, subsection (3), "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 irregul…

(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; [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). The transferee acquires a security interest or other lien in…

(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; [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). If the instrument is a check, 90 days after its date; or [PL 1993, c. 293, Pt. A, §…

(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: (i) Infancy of the obligor to the extent it is a defense to a simple contract; (ii) Duress, lack of le…

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; and [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). "Represented person" means the principal, beneficiary…

(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…

(1). A person not in possession of an instrument is entitled to enforce the instrument if: (a). The person was in possession of the instrument and entitled to enforce it when loss of possession occurred; [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). The loss of possession was not the …

(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 obliga…

(1). Subsections (2) to (4) apply if a person against whom a claim is asserted proves that: (a). The person in good faith tendered an instrument to the claimant as full satisfaction of the claim; [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). The amount of the claim was unliquidated or…

(1). In this section, the following terms have the following meanings. (a). "Check" means a cashier's check, teller's check or certified check. [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). "Claimant" means a person who claims the right to receive the amount of a cashier's check, tell…

(1). A person is not liable on an instrument unless: (a). The person signed the instrument; or [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). The person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person under s…

(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 …

(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…

(1). 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 indor…

(1). In this section, unless the context otherwise indicates, the following terms have the following meanings. (a). "Employee" includes an independent contractor and employee of an independent contractor retained by the employer. [PL 1993, c. 293, Pt. A, §2 (NEW).] (b). "Fraudule…