Title 12A, Title 12A: COMMERCIAL TRANSACTIONS

12A:7-308. Enforcement of carrier's lien. 12A:7-308. Enforcement of Carrier's Lien. a. A carrier's lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying…

12A:7-309. Duty of care; contractual limitation of carrier's liability. 12A:7-309. Duty of Care; Contractual Limitation of Carrier's Liability. a. A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goo…

12A:7-401. Irregularities in issue of receipt or bill or conduct of issuer. 12A:7-401. Irregularities In Issue of Receipt or Bill or Conduct of Issuer. The obligations imposed by this Chapter on an issuer apply to a document of title even if: a. The document does not comply with …

12A:7-402. Duplicate document of title; overissue. 12A:7-402. Duplicate Document of Title; Overissue. A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, exc…

12A:7-403. Obligation of bailee to deliver; excuse. 12A:7-403. Obligation of Bailee To Deliver; Excuse. a. A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections b. and c. of this section, unless and to the extent t…

12A:7-404. No liability For good-faith delivery pursuant to document of title. 12A:7-404. No Liability For Good-Faith Delivery Pursuant To Document of Title. A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of …

12A:7-501. Form of negotiation and requirements of due negotiation. 12A:7-501. Form of Negotiation and Requirements of Due Negotiation. a. The following rules apply to a negotiable tangible document of title: (1) If the document's original terms run to the order of a named person…

12A:7-502. Rights acquired by due negotiation. 12A:7-502. Rights Acquired By Due Negotiation. a. Subject to 12A:7-205 and 12A:7-503, a holder to which a negotiable document of title has been duly negotiated acquires thereby: (1) title to the document; (2) title to the goods; (3) …

12A:7-503. Document of title to goods defeated in certain cases. 12A:7-503. Document of Title To Goods Defeated In Certain Cases. a. A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security in…

12A:7-504. Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery. 12A:7-504. Rights Acquired In Absence of Due Negotiation; Effect of Diversion; Stoppage of Delivery. a. A transferee of a document of title, whether negotiable or nonnegotiable, t…

12A:7-505. Indorser not guarantor for other parties. 12A:7-505. Indorser Not Guarantor For Other Parties. The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers. L.2013, c.65, s.2.

12A:7-506. Delivery without indorsement: right to compel indorsement. 12A:7-506. Delivery Without Indorsement: Right To Compel Indorsement. The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary i…

12A:7-507. Warranties on negotiation or delivery of document of title. 12A:7-507. Warranties On Negotiation or Delivery of Document of Title. If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under 12A:7-508, unless otherwise …

12A:7-508. Warranties of collecting bank as to documents of title. 12A:7-508. Warranties of Collecting Bank As To Documents of Title. A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other …

12A:7-509. Adequate compliance with commercial contract. 12A:7-509. Adequate Compliance With Commercial Contract. Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined…

12A:7-601. Lost, stolen, or destroyed documents of title. 12A:7-601. Lost, Stolen, or Destroyed Documents of Title. a. If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without lia…

12A:7-602. Judicial process against goods covered by negotiable document of title. 12A:7-602. Judicial Process Against Goods Covered By Negotiable Document of Title. Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to…

12A:7-603. Conflicting claims; interpleader. 12A:7-603. Conflicting Claims; Interpleader. If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims…

12A:7-701. Applicability. 12A:7-701. Applicability. This Chapter applies to a document of title that is issued or a bailment that arises on or after the effective date of this Chapter. This Chapter does not apply to a document of title that is issued or a bailment that arises bef…

12A:8-101. Short Title. This chapter may be cited as Uniform Commercial Code--Investment Securities. L.1997,c.252,s.1.

12A:8-102. Definitions. a. In this chapter: (1) "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset. (2) "Bearer …

12A:8-103 Rule for determining whether certain obligations and interests are securities or financial assets. 12A:8-103. Rule for Determining whether Certain Obligations and Interests are Securities or Financial Assets. a. A share or similar equity interest issued by a corporation…

12A:8-104. Acquisition of Security or Financial Asset or Interest Therein. a. A person acquires a security or an interest therein, under this chapter, if: (1) the person is a purchaser to whom a security is delivered pursuant to 12A:8-301; or (2) the person acquires a security en…

12A:8-105. Notice of Adverse Claim. a. A person has notice of an adverse claim if: (1) the person knows of the adverse claim; (2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids info…

12A:8-106. Control 12A:8-106. Control. a. A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. b. A purchaser has "control" of a certificated security in registered form if the certificated security is del…

12A:8-107. Whether Indorsement, Instruction, or Entitlement Order is Effective. a. "Appropriate person" means: (1) with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security; (2) with respec…

12A:8-108. Warranties in Direct Holding. a. A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that: (1) the certificate is genuine and has no…

12A:8-109. Warranties in Indirect Holding. a. A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (1) the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent …

12A:8-110 Applicability; choice of law. 12A:8-110. Applicability; Choice of Law. a. The local law of the issuer's jurisdiction, as specified in subsection d. of this section, governs: (1) the validity of a security; (2) the rights and duties of the issuer with respect to registra…

12A:8-111. Clearing Corporation Rules. A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who…

12A:8-112. Creditor's Legal Process. a. The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection d. of this section.…

12A:8-113. Statute of Frauds Inapplicable. A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modifi…

12A:8-114. Evidentiary Rules Concerning Certificated Securities. The following rules apply in an action on a certificated security against the issuer: (1) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitt…

12A:8-115. Securities Intermediary and Others Not Liable to Adverse Claimant. A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction o…

12A:8-116. Securities Intermediary as Purchaser for Value. A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities inter…

12A:8-201. Issuer. a. With respect to an obligation on or a defense to a security, an "issuer" includes a person that: (1) places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evid…

12A:8-202. Issuer's Responsibility and Defenses; Notice of Defect or Defense. a. Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate…

12A:8-203. Staleness as Notice of Defect or Defense. After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to…

12A:8-204. Effect of Issuer's Restriction on Transfer. A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless: a. the security is certificated and the restriction is note…

12A:8-205. Effect of Unauthorized Signature on Security Certificate. An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the pu…

12A:8-206. Completion or Alteration of Security Certificate. a. If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) any person may complete it by filling in the blanks as authorized; and (2) even if the …

12A:8-207. Rights and Duties of Issuer with Respect to Registered Owners. a. Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or ind…

12A:8-208. Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent. a. A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser i…

12A:8-209. Issuer's Lien. A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate. L.1997,c.252,s.1.

12A:8-210. Overissue. a. In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. b. Except as otherwise provided in subsections c. an…

12A:8-301. Delivery 12A:8-301. Delivery. a. Delivery of a certificated security to a purchaser occurs when: (1) the purchaser acquires possession of the security certificate; (2) another person, other than a securities intermediary, either acquires possession of the security cert…