Title Minnesota Statutes, Minnesota Statutes

336.0A-302 SECURITY INTEREST PERFECTED BEFORE EFFECTIVE DATE. (a) Continuing perfection: perfection requirements satisfied. A security interest that is enforceable and perfected immediately before August 1, 2024, is a perfected security interest under Laws 2024, chapter 93, if, o…

336.0A-303 SECURITY INTEREST UNPERFECTED BEFORE EFFECTIVE DATE. A security interest that is enforceable immediately before August 1, 2024, but is unperfected at that time: (1) remains an enforceable security interest until the adjustment date; (2) remains enforceable thereafter i…

336.0A-304 EFFECTIVENESS OF ACTIONS TAKEN BEFORE EFFECTIVE DATE. (a) Pre-effective-date action; attachment and perfection before adjustment date. If action, other than the filing of a financing statement, is taken before August 1, 2024, and the action would have resulted in perfe…

336.0A-305 PRIORITY. (a) Determination of priority. Subject to subsections (b) and (c), Laws 2024, chapter 93, determines the priority of conflicting claims to collateral. (b) Established priorities. Subject to subsection (c), if the priorities of claims to collateral were establ…

336.0A-306 PRIORITY OF CLAIMS WHEN PRIORITY RULES OF ARTICLE 9 DO NOT APPLY. (a) Determination of priority. Subject to subsections (b) and (c), article 12 determines the priority of conflicting claims to article 12 property when the priority rules of article 9, as amended by Laws…

336.1-101 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-101 SHORT TITLES. (a) This chapter may be cited as the Uniform Commercial Code. (b) This article may be cited as Uniform Commercial Code - General Provisions. History: 2004 c 162 art 1 s 1

336.1-102 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-102 SCOPE OF ARTICLE. This article applies to a transaction to the extent that it is governed by another article of the Uniform Commercial Code. History: 2004 c 162 art 1 s 2

336.1-103 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-103 CONSTRUCTION OF UNIFORM COMMERCIAL CODE TO PROMOTE ITS PURPOSES AND POLICIES; APPLICABILITY OF SUPPLEMENTAL PRINCIPLES OF LAW. (a) The Uniform Commercial Code must be liberally construed and applied to promote its unde…

336.1-104 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-104 CONSTRUCTION AGAINST IMPLIED REPEAL. The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislatio…

336.1-105 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-105 SEVERABILITY. 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 C…

336.1-106 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-106 USE OF SINGULAR AND PLURAL; GENDER. 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; an…

336.1-107 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-107 SECTION CAPTIONS. Section captions are part of the Uniform Commercial Code. History: 2004 c 162 art 1 s 7

336.1-108 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-108 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Section 7001, et seq…

336.1-110 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-110 UNIFORM COMMERCIAL CODE ACCOUNT. The Uniform Commercial Code account is established as an account in the state treasury. Fees that are not expressly set by statute but are charged by the secretary of state to offset th…

336.1-201 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-201 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 the Uniform Commercial Code that apply to partic…

336.1-202 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-202 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 circumstan…

336.1-203 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-203 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 create…

336.1-204 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-204 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 …

336.1-205 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-205 REASONABLE TIME; SEASONABLENESS. (a) 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. (b) An action is taken sea…

336.1-206 MS 2002 [Repealed, 2004 c 162 art 1 s 26] 336.1-206 PRESUMPTIONS. 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 …

336.1-301 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 the parties may agree that the law either of this state…

336.1-302 VARIATION BY AGREEMENT. (a) Except as otherwise provided in subsection (b) or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and …

336.1-303 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 occasi…

336.1-304 OBLIGATION OF GOOD FAITH. Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement. History: 2004 c 162 art 1 s 19

336.1-305 REMEDIES TO BE LIBERALLY ADMINISTERED. (a) 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 spe…

336.1-306 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. History: 2004 c 162 art 1 s 21; 2024 c 93 art 1 s…

336.1-307 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 …

336.1-308 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. Such…

336.1-309 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, mean…

336.1-310 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 …

336.10-103 GENERAL REPEALER. Except as provided in the following section, all laws and parts of laws inconsistent with this chapter are hereby repealed. History: 1965 c 811 s 336.10-103

336.10-105 EFFECTIVE DATE. This chapter shall become effective July 1, 1966. It applies to transactions entered into and occurring on and after that date. History: 1965 c 811 s 336.10-105; 2009 c 86 art 1 s 61

336.12-101 TITLE. This article may be cited as Uniform Commercial Code-Controllable Electronic Records. History: 2024 c 93 art 10 s 1

336.12-102 DEFINITIONS. (a) Article 12 definitions. In this article: (1) "Controllable electronic record" means a record stored in an electronic medium that can be subjected to control under section 336.12-105. The term does not include a controllable account, a controllable paym…

336.12-103 RELATION TO ARTICLE 9 AND CONSUMER LAWS. (a) Article 9 governs in case of conflict. If there is conflict between this article and article 9, article 9 governs. (b) Applicable consumer law and other laws. A transaction subject to this article is subject to any applicabl…

336.12-104 RIGHTS IN CONTROLLABLE ACCOUNT, CONTROLLABLE ELECTRONIC RECORD, AND CONTROLLABLE PAYMENT INTANGIBLE. (a) Applicability of section to controllable account and controllable payment intangible. This section applies to the acquisition and purchase of rights in a controllab…

336.12-105 CONTROL OF CONTROLLABLE ELECTRONIC RECORD. (a) General rule: control of controllable electronic record. 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 syst…

336.12-106 DISCHARGE OF ACCOUNT DEBTOR ON CONTROLLABLE ACCOUNT OR CONTROLLABLE PAYMENT INTANGIBLE. (a) Discharge of account debtor. An account debtor on a controllable account or controllable payment intangible may discharge its obligation by paying: (1) the person having control…

336.12-107 GOVERNING LAW. (a) Governing law: general rule. Except as provided in subsection (b), the local law of a controllable electronic record's jurisdiction governs a matter covered by this article. (b) Governing law: section 336.12-106. For a controllable electronic record …

336.2-101 SHORT TITLE. This article shall be known and may be cited as Uniform Commercial Code Sales. History: 1965 c 811 s 336.2-101

336.2-102 SCOPE; CERTAIN SECURITY AND OTHER TRANSACTIONS EXCLUDED FROM THIS ARTICLE. (1) Unless the context otherwise requires, and except as provided in subsection (3), this article applies to transactions in goods and, in the case of a hybrid transaction, it applies to the exte…

336.2-103 DEFINITIONS AND INDEX OF DEFINITIONS. (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. (d) "Seller" means a person w…

336.2-104 DEFINITIONS: "MERCHANT"; "BETWEEN MERCHANTS"; "FINANCING AGENCY." (1) "Merchant" means a person who deals in goods of the kind or otherwise by occupation holds out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom suc…

336.2-105 DEFINITIONS: TRANSFERABILITY; "GOODS"; "FUTURE" GOODS; "LOT"; "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 …

336.2-106 DEFINITIONS: "CONTRACT"; "AGREEMENT"; "CONTRACT FOR SALE"; "SALE"; "PRESENT SALE"; "CONFORMING TO CONTRACT"; "TERMINATION"; "CANCELLATION"; "HYBRID TRANSACTION." (1) In this article unless the context otherwise requires "contract" and "agreement" are limited to those re…

336.2-107 GOODS TO BE SEVERED FROM REALTY; RECORDING. (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 sel…