Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A:2A-521. Lessee's right to specific performance or replevin 12A: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 t…

12A:2A-522. Lessee's right to goods on lessor's insolvency 12A: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 …

12A:2A-523. Lessor's remedies 12A: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 …

12A:2A-524. Lessor's right to identify goods to lease contract 12A:2A-524. Lessor's right to identify goods to lease contract. (1) After default by the lessee under the lease contract of the type described in 12A:2A-523(1) or 12A:2A-523(3)(a) or, if agreed, after other default by…

12A:2A-525. Lessor's right to possession of goods 12A: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 …

12A:2A-526 Lessor's stoppage of delivery in transit or otherwise. 12A: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 s…

12A:2A-527. Lessor's rights to dispose of goods 12A: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 12A:2A-523(1) or 12A:2A-523(3)(a) or after the lessor refuses to deliver or takes possession of goods…

12A:2A-528. Lessor's damages for nonacceptance, failure to pay, repudiation, or other default 12A:2A-528. Lessor's damages for nonacceptance, failure to pay, repudiation, or other default. (1) Except as otherwise provided with respect to damages liquidated in the lease agreement …

12A:2A-529. Lessor's action for the rent 12A:2A-529. Lessor's action for the rent. (1) After default by the lessee under the lease contract of the type described in 12A:2A-523(1) or 12A:2A-523(3)(a) or, if agreed, after other default by the lessee, if the lessor complies with sub…

12A:2A-530. Lessor's incidental damages 12A: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 t…

12A:2A-531. Standing to sue third parties for injury to goods 12A: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) t…

12A:2A-532. Lessor's rights to residual interest 12A:2A-532. Lessor's rights to residual interest. In addition to any other recovery permitted by this chapter or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or d…

12A:3-101. Short title This chapter may be cited as Uniform Commercial Code -- Negotiable Instruments. L.1995,c.28,s.1.

12A:3-102. Subject matter a. This chapter applies to negotiable instruments. It does not apply to money, to payment orders governed by chapter 4A, or to securities governed by chapter 8. b. If there is conflict between this chapter and chapter 4 or 9, chapters 4 and 9 govern. c. …

12A:3-103. Definitions a. As used in this chapter: (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 fai…

12A:3-104. Negotiable instrument a. Except as provided in subsections c. and d. 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: (1)…

12A: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 that is …

12A:3-106. Unconditional promise or order a. Except as provided in this section, for the purposes of subsection a. of 12A:3-104, a promise or order is unconditional unless it states an express condition to payment, that the promise or order is subject to or governed by another wr…

12A: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 at …

12A:3-108. Payable on demand or at definite time a. A promise or order is "payable on demand" if it states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or does not state any time of payment. b. A promise or order i…

12A: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 a p…

12A: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 instrument i…

12A:3-111. Place of payment. Except as otherwise provided for items in chapter 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. …

12A:3-112. Interest a. Unless otherwise provided in the instrument, an instrument is not payable with interest, and 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 variable amount of m…

12A: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 subsection c. of 12A:4-401, an instrument payable on demand is not payable…

12A: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.1995,c.28,s.1.

12A: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. b.…

12A: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, indorsers who indorse as joint payees, or anomalous indorsers are jointly and se…

12A: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 agreement …

12A:3-118. Statute of limitations a. Except as provided in subsection e. 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 years after the due date or dates stated in the note or, if a due date is…

12A: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 chapter or chapter 4 of Title 12A of the New Jersey Statutes, the defendant may give the third person written notice of the litigation…

12A: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 iden…

12A:3-202. Negotiation subject to rescission a. Negotiation is effective even if obtained from an infant, a corporation exceeding its powers, or a person without capacity, by fraud, duress, or mistake, or in breach of duty or as part of an illegal transaction. b. To the extent pe…

12A:3-203. Transfer of instrument; rights 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, whet…

12A:3-204. Indorsement a. "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 negotiating the instrument, restricting payment of the instrument, or incurri…

12A:3-205. Special indorsement; blank indorsement; anomalous indorsement a. 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 …

12A:3-206. Restrictive indorsement a. 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. b. An indorsement stating a condi…

12A: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 indorsements made after the reacquirer first became a holder of the instrument. If the can…

12A:3-301. Person entitled to enforce instrument "Person entitled to enforce" an instrument means the holder of the instrument, a nonholder in possession of the instrument who has the rights of a holder, or a person not in possession of the instrument who is entitled to enforce t…

12A:3-302. Holder in due course a. Subject to subsection c. of this section and subsection d. of 12A:3-106, "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 a…

12A: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 the …

12A: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 check…

12A:3-305. Defenses and claims in recoupment a. Except as stated in subsection b. of this section, 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 infancy of the obligor to the extent it is a d…

12A: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 the …

12A:3-307. Notice of breach of fiduciary duty a. As used 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, b…

12A:3-308 Proof of signatures and status as holder in due course. 12A:3-308. 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 s…