Title 5 — Uniform Commercial Code
40 chapters · 413 sections in this title.
5 CMC § 2328 Sale by Auction
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 2: SALES § 2328. Sale by Auction. (1) In a sale by auction if goods are put up in lots each lot is the subject of a separate sale. (2) A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other cu…
5 CMC § 3301 Rights of a Holder
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3301. Rights of a Holder. The holder of an instrument whether or not he is the owner may transfer or negotiate it and, except as otherwise provided in 5 CMC § 3603 on payment or satisfaction, discharge it or enforce …
5 CMC § 3302 Holder in Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3302. Holder in Due Course. (1) A holder in due course is a holder who takes the instrument: (a) For value; and (b) In good faith; and (c) Without notice that it is overdue or has been dishonored or of any defense ag…
5 CMC § 3303 Taking for Value
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3303. Taking for Value. A holder takes the instrument for value: (a) To the extent that the agreed consideration has been performed or that he acquires a security interest in or a lien on the instrument otherwise tha…
5 CMC § 3304 Notice to Purchaser
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3304. Notice to Purchaser. (1) The purchaser has notice of a claim or defense if: (a) The instrument is so incomplete, bears such visible evidence of forgery or alteration, or is otherwise so irregular as to call int…
5 CMC § 3305 Rights of a Holder in Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3305. Rights of a Holder in Due Course. To the extent that a holder is a holder in due course he takes the instrument free from: (1) All claims to it on the part of any person; and (2) All defenses of any party to th…
5 CMC § 3306 Rights of One Not Holder in Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3306. Rights of One Not Holder in Due Course. Unless he has the rights of a holder in due course any person takes the instrument subject to: (a) All valid claims to it on the part of any person; and (b) All defenses …
5 CMC § 3307 Burden of Establishing Signatures, Defenses and Due Course
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 3: COMMERCIAL PAPER § 3307. Burden of Establishing Signatures, Defenses and Due Course. (1) Unless specifically denied in the pleadings each signature on an instrument is admitted. When the effectiveness of a signature is put in issue: (a…
5 CMC § 4301 Deferred Posting; Recovery of Payment by Return of Items; Time of Dishonor
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 4: BANK DEPOSITS AND COLLECTIONS § 4301. Deferred Posting; Recovery of Payment by Return of Items; Time of Dishonor. (1) Where an authorized settlement for a demand item (other than a documentary draft) received by a payor bank otherwise …
5 CMC § 4302 Payor Bank's Responsibility for Late Return of Item
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 4: BANK DEPOSITS AND COLLECTIONS § 4302. Payor Bank’s Responsibility for Late Return of Item. In the absence of a valid defense such as breach of a presentment warranty (5 CMC § 4207(1)), settlement effected or the like, if an item is pre…
5 CMC § 4303 When Items Subject to Notice, Stop-Order, Legal Process or Set-Off; Order in Which Items May Be Charged or Certified
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 4: BANK DEPOSITS AND COLLECTIONS § 4303. When Items Subject to Notice, Stop-Order, Legal Process or Setoff; Order in Which Items May Be Charged or Certified. (1) Any knowledge, notice or stop-order received by, legal process served upon o…
5 CMC § 7301 Liability for Non-Receipt or Misdescription; "Said to Contain"; "Shipper's Load and Count"; Improper Handling
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7301. Liability for Non-Receipt or Misdescription; “Said to Contain”; “Shipper’s Load and Count”; Improper Handling. (1) A consignee of a non-negotiable bill who has been given value in good faith or a holder…
5 CMC § 7302 Through Bills of Lading and Similar Documents
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7302. Through Bills of Lading and Similar Documents. (1) The issuer of a through bill of lading or other document embodying an undertaking to be performed in part by persons acting as its agents or by connect…
5 CMC § 7303 Diversion; Reconsignment; Change of Instructions
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7303. Diversion; Reconsignment; Change of Instructions. (1) Unless the bill of lading otherwise provides, the carrier may deliver the goods to a person or destination other than that stated in the bill or may…
5 CMC § 7304 Bills of Lading in a Set
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7304. Bills of Lading in a Set. (1) Except where customary in overseas transportation, a bill of lading must not be issued in a set of parts. The issuer is liable for damages caused by violation of this subse…
5 CMC § 7305 Destination Bills
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7305. Destination Bills. (1) Instead of issuing a bill of lading to the consignor at the place of shipment a carrier may at the request of the consignor procure the bill to be issued at destination or at any …
5 CMC § 7306 Altered Bills of Lading
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7306. Altered Bills of Lading. An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor. Source: PL 3-56, § 1 (§ 7306).
5 CMC § 7307 Lien of Carrier
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7307. Lien of Carrier. (1) A carrier has a lien on the goods covered by a bill of lading for charges subsequent to the date of its receipt of the goods for storage or transportation (including demurrage and t…
5 CMC § 7308 Enforcement of Carrier's Lien
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7308. Enforcement of Carrier’s Lien. (1) A carrier’s lien may be enforced by public or private sale of the goods, in block or in parcels, at any time or place and on any terms which are commercially reasonabl…
5 CMC § 7309 Duty of Care; Contractual Limitation of Carrier's Liability
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 7: WAREHOUSE RECEIPTS, ETC. § 7309. Duty of Care; Contractual Limitation of Carrier’s Liability. (1) A carrier who issues a bill of lading whether negotiable or non-negotiable must exercise the degree of care in relation to the goods whic…
5 CMC § 8301 Rights Acquired by Purchaser
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8301. Rights Acquired by Purchaser. (1) Upon transfer of a security to a purchaser (5 CMC § 8313), the purchaser acquires the rights in the security which his transferor had or had actual authority to convey unl…
5 CMC § 8302 "Bona Fide Purchaser"; "Adverse Claim"; Title Acquired by Bona Fide Purchaser
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8302. “Bona Fide Purchaser”; “Adverse Claim”; Title Acquired by Bona Fide Purchaser. (1) A “bona fide purchaser” is a purchaser for value in good faith and without notice of any adverse claim: (a) Who takes deli…
5 CMC § 8303 "Broker."
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8303. “Broker.” “Broker” means a person engaged for all or part of his time in the business of buying and selling securities, who in the transaction concerned acts for, buys a security from, or sells a security …
5 CMC § 8304 Notice to Purchaser of Adverse Claims
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8304. Notice to Purchaser of Adverse Claims. (1) A purchaser (including a broker for the seller or buyer, but excluding an intermediary bank) of a certificated security is charged with notice of adverse claims i…
5 CMC § 8305 Staleness as Notice of Adverse Claims
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8305. Staleness as Notice of Adverse Clams. An act or event that creates a right to immediate performance of the principal obligation represented by a certificated security or sets a date on or after which a cer…
5 CMC § 8306 Warranties on Presentment and Transfer of Certificated Securities; Warranties of Originators of Instructions
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8306. Warranties on Presentment and Transfer of Certificated Securities; Warranties of Originators of Instructions. (1) A person who presents a certificated security for registration of transfer or for payment o…
5 CMC § 8307 Effect of Delivery Without Indorsement; Right to Compel Indorsement
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8307. Effect of Delivery Without Indorsement; Right to Compel Indorsement. If a certificated security in registered form has been delivered to a purchaser without a necessary indorsement he may become a bona fid…
5 CMC § 8308 Indorsements; Instructions
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8308. Indorsement; Instructions. (1) An indorsement of a certificated security in registered form is made when an appropriate person signs on it or on a separate document an assignment or transfer of the securit…
5 CMC § 8309 Effect of Indorsement Without Delivery
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8309. Effect of Indorsement Without Delivery. An indorsement of a certificated security, whether special or in blank, does not constitute a transfer until delivery of the certificated security on which it appear…
5 CMC § 8310 Indorsement of Certificated Security in Bearer Form
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8310. Indorsement of Certificated Security in Bearer Form. An indorsement of a certificated security in bearer form may give notice of adverse claims (5 CMC § 8304) but does not otherwise affect any right to reg…
5 CMC § 8311 Effect of Unauthorized Indorsement or Instruction
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8311. Effect of Unauthorized Indorsement or Instruction. Unless the owner or pledgee has ratified an unauthorized indorsement or instruction or is otherwise precluded from asserting its ineffectiveness: (a) He m…
5 CMC § 8312 Effect of Guaranteeing Signature, Indorsement or Instruction
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8312. Effect of Guaranteeing Signature, Indorsement or Instruction. (1) Any person guaranteeing a signature of an indorser of a certificated security warrants that at the time of signing: (a) The signature was g…
5 CMC § 8313 When Transfer to Purchaser Occurs; Financial Intermediary as Bona Fide Purchaser; "Financial Intermediary."
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8313. When Transfer to Purchaser Occurs; Financial Intermediary as Bona Fide Purchaser; “Financial Intermediary.” (1) Transfer of a security or a limited interest (including a security interest) therein to a pur…
5 CMC § 8314 Duty to Transfer, When Completed
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8314. Duty to Transfer, When Completed. (1) Unless otherwise agreed, if a sale of a security is made on an exchange or otherwise through brokers: (a) The selling customer fulfills his duty to transfer at the tim…
5 CMC § 8315 Action Against Transferee Based Upon Wrongful Transfer
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8315. Action Against Transferee Based Upon Wrongful Transfer. (1) Any person against whom the transfer of a security is wrongful for any reason, including his incapacity, as against anyone except a bona fide pur…
5 CMC § 8316 Purchaser's Right to Requisites for Registration of Transfer, Pledge, or Release on Books
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8316. Purchaser’s Right to Requisites for Registration of Transfer, Pledge, or Release on Books. Unless otherwise agreed, the transferor of a certificated security or the transferor, pledgor, or pledgee of an un…
5 CMC § 8317 Creditors' Rights
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8317. Creditors’ Rights. (1) Subject to the exceptions in subsections (3) and (4) of this section, no attachment or levy upon a certificated security or any share or other interest represented thereby which is o…
5 CMC § 8318 No Conversion by Good Faith Conduct
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8318. No Conversion by Good Faith Conduct. An agent or bailee who in good faith (including observance of reasonable commercial standards if he is in the business of buying, selling, or otherwise dealing with sec…
5 CMC § 8319 Statute of Frauds
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8319. Statute of Frauds. A contract for the sale of securities is not enforceable by way of action or defense unless: (a) There is some writing signed by the party against whom enforcement is sought or by his au…
5 CMC § 8320 Transfer or Pledge Within Central Depository System
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8320. Transfer or Pledge Within Central Depository System. (1) In addition to other methods, a transfer, pledge, or release of a security or any interest therein may be effected by the making of appropriate entr…
5 CMC § 8321 Enforceability, Attachment, Perfection and Termination of Security Interests
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 8: INVESTMENT SECURITIES § 8321. Enforceability, Attachment, Perfection and Termination of Security Interests. (1) A security interest in a security is enforceable and can attach only if it is transferred to the secured party or a person …
5 CMC § 9301 Persons Who Take Priority Over Unperfected Security Interests; Rights of "Lien Creditor."
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9301. Persons Who Take Priority Over Unperfected Security Interests; Rights of “Lien Creditor.” (1) Except as otherwise provided in subsection (2) of this section, an unperfected security interest is subord…
5 CMC § 9302 When Filing is Required to Perfect Security Interest; Security Interests to Which Filing Provisions of This Division Do Not Apply
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9302. When Filing Is Required to Perfect Security Interest; Security Interests to Which Filing Provisions of This Division Do Not Apply. (1) A financing statement must be filed to perfect all security inter…
5 CMC § 9303 When Security Interest Is Perfected; Continuity of Perfection
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9303. When Security Interest Is Perfected; Continuity of Perfection. (1) A security interest is perfected when it has attached and when all of the applicable steps required for perfection have been taken. S…
5 CMC § 9304 Perfection of Security Interest in Instruments, Documents, and Goods Covered by Documents; Perfection by Permissive Filing; Temporary Perfection Without Filing or Transfer of Possession
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9304. Perfection of Security Interest in Instruments, Documents, and Goods Covered by Documents; Perfection by Permissive Filing; Temporary Perfection Without Filing or Transfer of Possession. (1) A securit…
5 CMC § 9305 When Possession by Secured Party Perfects Security Interest Without Filing
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9305. When Possession by Secured Party Perfects Security Interest Without Filing. A security interest in letters of credit and advices of credit (5 CMC § 5116(2)(a)), goods, instruments (other than certific…
5 CMC § 9306 "Proceeds"; Secured Party's Rights on Disposition of Collateral
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9306. “Proceeds”; Secured Party’s Rights on Disposition of Collateral. (1) “Proceeds” includes whatever is received upon the sale, exchange, collection or other disposition of collateral or proceeds. Insura…
5 CMC § 9307 Protection of Buyers of Goods
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9307. Protection of Buyers of Goods. (1) A buyer in ordinary course of business (5 CMC § 1201(9)) other than a person buying farm products from a person engaged in farming operations takes free of a securit…
5 CMC § 9308 Purchase of Chattel Paper and Instruments
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9308. Purchase of Chattel Paper and Instruments. A purchaser of chattel paper or an instrument who gives new value and takes possession of it in the ordinary course of his business has priority over a secur…
5 CMC § 9309 Protection of Purchasers of Instruments, Documents, and Securities
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TITLE 5: UNIFORM COMMERCIAL CODE DIVISION 9: SECURED TRANSACTIONS, ETC. § 9309. Protection of Purchasers of Instruments, Documents and Securities. Nothing in this division limits the rights of a holder in due course of a negotiable instrument (5 CMC § 3302) or a holder to whom a …