Title 41 — Uniform Commercial Code

1. Any person may request electronically an acknowledgment of a filing. The central indexing system shall provide to the person detailed information and an image of the record, if not filed electronically, showing the number assigned to the record pursuant to subdivision a of sub…

Delay by the filing office beyond a time limit prescribed by this part is excused if: 1. The delay is caused by interruption of communication or computer facilities, war, emergency conditions, failure of equipment, or other circumstances beyond control of the filing office; and 2…

1. The fee for filing and indexing an original statement under this title is forty dollars. An additional fee may not be charged for the same statement to gain protection under the central notice system. 2. The fee for filing and indexing an amendment, assignments, releases, or c…

The secretary of state shall adopt and publish rules to implement this chapter. The rules must be: 1. Consistent with this chapter; and 2. Adopted and published in accordance with chapter 28-32. 41-09-98. (9-601) Rights after default - Judicial enforcement - Consignor or buyer of…

Except as otherwise provided in section 41-09-119, to the extent that they give rights to a debtor or obligor and impose duties on a secured party, the debtor or obligor may not waive or vary the rules stated in the following listed sections: 1. Paragraph 3 of subdivision d of su…

As used in this chapter: 1. "Authorized", when used with reference to a financing statement record, means that the financing statement record was filed by a person authorized to do so as provided in sections 41-09-80 and 41-09-130. 2. "Debtor" means a natural person whose name wa…

1. A person commits an offense if the person knowingly causes to be presented for filing in a filing office, or promotes the filing in a filing office, of a financing statement record that the person knows: a. Not to be authorized under section 41-09-80 or 41-09-130 by the natura…

1. A person shall not knowingly cause to be presented for filing in a filing office or promote the filing of a financing statement record in a filing office that the person knows: a. Not to be authorized under section 41-09-80 or 41-09-130 by the natural person whose name was pro…

1. The following persons may bring an action to enjoin violation of this chapter or to recover civil damages under this chapter: a. The natural person whose name was provided as an individual debtor in the financing statement record filed without that person's authorization under…

An action under this chapter may be brought in any district court in a county where any of the persons who may bring an action under this chapter reside.

This law is cumulative of other law under which a person may obtain judicial relief with respect to any filed or recorded document.

This chapter may be cited as Transitional Provisions for Uniform Commercial Code Amendments (2022).

1. In this chapter: a. "Adjustment date" means July 1, 2025. b. "Article 12 property" means a controllable account, controllable electronic record, or controllable payment intangible. 2. The following definitions in other chapters of this title apply to this chapter. a. "Controll…

Except as provided in sections 41-11-04 through 41-11-09, a transaction validly entered before August 1, 2023, and the rights, duties, and interests flowing from the transaction remain valid thereafter and may be terminated, completed, consummated, or enforced as required or perm…

1. Except as provided in sections 41-11-04 through 41-11-09, chapter 41-09 as amended by this Act and chapter 41-12 apply to a transaction, lien, or other interest in property, even if the transaction, lien, or interest was entered, created, or acquired before August 1, 2023. 2. …

1. A security interest that is enforceable and perfected immediately before August 1, 2023, is a perfected security interest under this Act if, on August 1, 2023, the requirements for enforceability and perfection under this Act are satisfied without further action. 2. If a secur…

A security interest that is enforceable immediately before August 1, 2023, but is unperfected at that time: 1. Remains an enforceable security interest until the adjustment date; 2. Remains enforceable thereafter if the security interest becomes enforceable under section 41-09-13…

1. If action, other than the filing of a financing statement, is taken before August 1, 2023, and the action would have resulted in perfection of the security interest had the security interest become enforceable before August 1, 2023, the action is effective to perfect a securit…

1. Subject to subsections 2 and 3, this Act determines the priority of conflicting claims to collateral. 2. Subject to subsection 3, if the priorities of claims to collateral were established before August 1, 2023, chapter 41-09 as in effect before August 1, 2023, determines prio…

1. Subject to subsections 2 and 3, chapter 41-12 determines the priority of conflicting claims to Article 12 property when the priority rules of chapter 41-09 as amended by this Act do not apply. 2. Subject to subsection 3, when the priority rules of chapter 41-09 as amended by t…

This chapter may be cited as Uniform Commercial Code - Controllable Electronic Records.

1. In this chapter: a. "Controllable electronic record" means a record stored in an electronic medium that can be subjected to control under section 41-12-05. The term does not include a controllable account, a controllable payment intangible, a deposit account, an electronic cop…

1. If there is conflict between this chapter and chapter 41-09, chapter 41-09 governs. 2. A transaction subject to this chapter is subject to any applicable rule of law that establishes a different rule for consumers and title 6, sections 13-04.1-09 through 13-04.1-09.3, and chap…

1. 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 system in which the electronic record is recorded: a. Gives the person: (1) Power to avail itself of substantially a…

1. Except as provided in subsection 2, the local law of a controllable electronic record's jurisdiction governs a matter covered by this chapter. 2. For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the…

This chapter may be cited as the Uniform Commercial Code - Leases.

1. This chapter applies to any transaction, regardless of form, that creates a lease and, in the case of a hybrid lease, it applies to the extent provided in subsection 2. 2. In a hybrid lease: a. If the lease-of-goods aspects do not predominate: (1) Only the provisions of this c…

1. In this chapter unless the context otherwise requires: a. "Buyer in ordinary course of business" means a person who in good faith and without knowledge that the sale is in violation of the ownership rights or security interest or leasehold interest of a third party in the good…

1. A lease, although subject to this chapter, is also subject to any applicable: a. Certificate of title statute of this state; b. Certificate of title statute of another jurisdiction (section 41-02.1-05); or c. Consumer protection law of this state, both decisional and statutory…

Any claim or right arising out of an alleged default or breach of warranty may be discharged in whole or in part without consideration by a waiver or renunciation in a signed record delivered by the aggrieved party.

1. If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made, the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable cl…

1. 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 he or she deems himself or herself insecure" or in words of similar import must be construed to mean th…

1. A lease contract is not enforceable by way of action or defense unless: a. The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than one thousand dollars; or b. There is a record, signed by the party against whom enfo…

Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in a record intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any …

The affixing of a seal to a record evidencing a lease contract or an offer to enter into a lease contract does not render the record a sealed instrument and the law with respect to sealed instruments does not apply to the lease contract or offer.

1. A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract. 2. An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermin…

An offer by a merchant to lease goods to or from another person in a signed record that by its terms gives assurance it will be held open is not revocable, for lack of consideration, during the time stated or, if no time is stated, for a reasonable time, but in no event may the p…

1. Unless otherwise unambiguously indicated by the language or circumstances, an offer to make a lease contract must be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances. 2. If the beginning of a requested performance is a reasonable…

Repealed by S.L. 2007, ch. 354, § 29.

1. An agreement modifying a lease contract needs no consideration to be binding. 2. A signed lease agreement that excludes modification or rescission except by a signed record may not be otherwise modified or rescinded, but, except as between merchants, such a requirement on a fo…

1. The benefit of the supplier's promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee…

1. Express warranties by the lessor are created as follows: a. Any affirmation of fact or promise made by the lessor to the lessee which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods will conform to the affirmation or…

1. Except in a finance lease, a warranty that the goods will be merchantable is implied in a lease contract if the lessor is a merchant with respect to goods of that kind. 2. Goods to be merchantable must: a. Pass without objection in the trade under the description in the lease …

Except in a finance lease, if the lessor at the time the lease contract is made has reason to know of any particular purpose for which the goods are required and that the lessee is relying on the lessor's skill or judgment to select or furnish suitable goods, there is in the leas…

1. Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other but, subject to the provisions of section 41-02.1-11 on parol or extrinsic evidence, …

Warranties, whether express or implied, must be construed as consistent with each other and as cumulative, but if that construction is unreasonable, the intention of the parties determines which warranty is dominant. In ascertaining that intention, the following rules apply: 1. E…

A warranty to or for the benefit of a lessee under this chapter, whether express or implied, extends to any person who may reasonably be expected to use, consume, or be affected by the goods and who is injured by breach of the warranty. The operation of this section may not be ex…

Identification of goods as goods to which a lease contract refers may be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement, identification occurs: 1. When the lease contract is made, if the lease contract is for a lease o…

1. A lessee obtains an insurable interest when existing goods are identified to the lease contract even though the goods identified are nonconforming and the lessee has an option to reject them. 2. If a lessee has an insurable interest only by reason of the lessor's identificatio…

1. Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee. 2. Subject to section 41-02.1-29, if risk of loss is to pass to the lessee and the time of passage …