Title XXVI, TRADE AND COMMERCE

400.2A-521. Lessee's right to specific performance or replevin. — (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 ot…

400.2A-522. Lessee's right to goods on lessor's insolvency. — (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 (Section 400.2A-217) on making and ke…

400.2A-523. Lessor's remedies. — (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 ins…

400.2A-524. Lessor's right to identify goods to lease contract. — (1) A lessor aggrieved under section 400.2A-523(1) 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 s…

400.2A-525. Lessor's right to possession of goods. — (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 section 400.2A-523(1) or 400.2A-523(3)(a) or,…

400.2A-526. Lessor's stoppage of delivery in transit or otherwise. — (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 shipmen…

400.2A-527. Lessor's rights to dispose of goods. — (1) After a default by a lessee under the lease contract of the type described in section 400.2A-523(1) or 400.2A-523(3)(a) or after the lessor refuses to deliver or takes possession of goods (Section 400.2A-525 or 400.2A-526), o…

400.2A-528. Lessor's damages for nonacceptance or repudiation. — (1) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 400.2A-504) or otherwise determined pursuant to agreement of the parties (Sections 400.1-102(3) and 400.2A-503), if…

400.2A-529. Lessor's action for the rent. — (1) After default by the lessee under the lease contract of the type described in section 400.2A-523(1) or 400.2A-523(3)(a) or, if agreed, after other default by the lessee, if the lessor complies with subsection (2), the lessor may rec…

400.2A-530. Lessor's incidental damages. — 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 wit…

400.2A-531. Standing to sue third parties for injury to goods. — (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…

400.2A-532. Lessor's rights to residual interest. — 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 …

400.3-101. Short title. — This Article may be cited as Uniform Commercial Code-Negotiable Instruments. ­­-------- (L. 1963 p. 503 § 3-101, A.L. 1992 S.B. 448)

400.3-102. Subject matter. — (a) This Article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 4A, or to securities governed by Article 8. (b) If there is conflict between this Article and Article 4 or 9, Articles 4 and 9 govern…

400.3-103. Definitions. — (a) In this Article: (1) "Acceptor" means a drawee who has accepted a draft. (2) "Drawee" means a person ordered in a draft to make payment. (3) "Drawer" means a person who signs or is identified in a draft as a person ordering payment. (4) "Good faith" …

400.3-104. Negotiable instruments. — (a) Except as provided in subsections (c) and (d), "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: (1) is payab…

400.3-105. Issue of instrument. — (a) "Issue" means 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. (b) An unissued instrument, or an unissued incomplete instrument tha…

400.3-106. Unconditional promise or order. — (a) Except as provided in this section, for the purposes of Section 400.3-104(a), a promise or order is unconditional unless it states (i) an express condition to payment, (ii) that the promise or order is subject to or governed by ano…

400.3-107. Instrument payable in foreign money. — 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 …

400.3-108. Payable on demand or at definite time. — (a) A promise or order is "payable on demand" if it (i) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or (ii) does not state any time of payment. (b) A prom…

400.3-109. Payable to bearer or to order. — (a) A promise or order is payable to bearer if it: (1) 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; (2) does not state…

400.3-110. Identification of person to whom instrument is payable. — (a) 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 instrume…

400.3-111. Place of payment. — 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…

400.3-112. Interest. — (a) Unless otherwise provided in the instrument, (i) an instrument is not payable with interest, and (ii) interest on an interest-bearing instrument is payable from the date of the instrument. (b) Interest may be stated in an instrument as a fixed or variab…

400.3-113. Date of instrument. — (a) 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 400.4-401(b), an instrument payable on demand is not payable b…

400.3-114. Contradictory terms of instrument. — If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers. ­­-------- (L. 1992 S.B. 448)

400.3-115. Incomplete instrument. — (a) "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…

400.3-116. Joint and several liability — contribution. — (a) 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 a…

400.3-117. Other agreements affecting instrument. — 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 agreeme…

400.3-118. Statute of limitations. — (a) Except as provided in subsection (e), an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within ten years after the due date or dates stated in the note or, if a due date is accelerate…

400.3-119. Notice of right to defend action. — 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 gi…

400.3-201. Negotiation. — (a) "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. (b) Except for negotiation by a remitter, if an instrument is payable to an…

400.3-202. Negotiation subject to rescission. — (a) Negotiation is effective even if obtained (i) from an infant, a corporation exceeding its powers, or a person without capacity, (ii) by fraud, duress, or mistake, or (iii) in breach of duty or as part of an illegal transaction. …

400.3-203. Transfer of instrument — right acquired by transfer. — (a) 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. (b) Transfer of an instrument,…

400.3-204. Endorsement. — (a) "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 (i) negotiating the instrument, (ii) restricting payment of the instrumen…

400.3-205. Special endorsement — blank endorsement — anomalous endorsement. — (a) 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 payabl…

400.3-206. Restrictive endorsement. — (a) 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. (b) An endorsement stating a …

*400.3-207. Reacquisition. — 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…

400.3-301. Person entitled to enforce instrument. — "Person entitled to enforce" an instrument means (i) the holder of the instrument, (ii) a nonholder in possession of the instrument who has the rights of a holder, or (iii) a person not in possession of the instrument who is ent…

400.3-302. Holder in due course. — (a) Subject to subsection (c) and Section 400.3-106(d), "holder in due course" means the holder of an instrument if: (1) the instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is n…

400.3-303. Value and consideration. — (a) An instrument is issued or transferred for value if: (1) the instrument is issued or transferred for a promise of performance, to the extent the promise has been performed; (2) the transferee acquires a security interest or other lien in …

400.3-304. Overdue instrument. — (a) An instrument payable on demand becomes overdue at the earliest of the following times: (1) on the day after the day demand for payment is duly made; (2) if the instrument is a check, 90 days after its date; or (3) if the instrument is not a c…

400.3-305. Defenses and claims in recoupment. — (a) Except as stated in subsection (b), the right to enforce the obligation of a party to pay an instrument is subject to the following: (1) a defense of the obligor based on (i) infancy of the obligor to the extent it is a defense …

400.3-306. Claims to an instrument. — 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 t…

400.3-307. Notice of breach of fiduciary duty. — (a) In this section: (1) "Fiduciary" means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument. (2) "Represented person" means the principal, benef…

400.3-308. Proof of signature and status as holder in due course. — (a) 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…