Title 12A, Title 12A — Uniform Commercial Code

repudiation, or other default. 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 (Section 2A-504 of this title) or otherwise determined pursuant to agreement…

LESSOR'S ACTION FOR THE RENT (1) After default by the lessee under the lease contract of the type described in subsection (1) of Section 2A-523 or paragraph (a) of subsection (3) of Section 2A-523 of this title, or, if agreed, after other default by the lessee, if the lessor comp…

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 with return or dis…

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 (b) the lesse…

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 goods caused by…

SHORT TITLE This article may be cited as Uniform Commercial Code - Negotiable Instruments. Laws 1961, p. 102, § 3-101; Laws 1991, c. 117, § 26, eff. Jan. 1, 1992.

SUBJECT MATTER (a) This article applies to negotiable instruments. It does not apply to money, to payment orders governed by Article 4A of this title, or to securities governed by Article 8 of this title. (b) If there is conflict between this article and Article 4 or 9, Articles …

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) Reserved; (5) "Maker" means…

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) is paya…

ISSUE OF INSTRUMENT (a) "Issue" means: (1) 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; or (2) If agreed by the payee, the first transmission by the drawer to the pa…

UNCONDITIONAL PROMISE OR ORDER (a) Except as provided in this section, for the purposes of subsection (a) of Section 3-104 of this title, 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 gove…

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 the place o…

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 promise or order i…

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 payee; or (…

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 is payable …

PLACE OF PAYMENT Except as otherwise provided for items in Article 4 of this title, 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…

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 variable amount of m…

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 Section 4-401 of this title, an instrument payable on demand is no…

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. Laws 1961, p. 105, § 3-114; Amended by Laws 1991, c. 117, § 39, eff. January 1, 1992…

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) Subject …

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 indorse as joint payees, or anomalous indorsers are jointly and severally li…

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 of the obli…

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 (6) years after the due date or dates stated in the note or, if a due date is acce…

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 of this title, the defendant may give the third person notice of the litigation in a record, and the person notified may the…

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 identified pe…

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. (b) To the ext…

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, whether or no…

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 (i) negotiating the instrument, (ii) restricting payment of the instrument, or (iii) in…

Indorsement. 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, …

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 condition to t…

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 cancellation c…

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 entitled to enfor…

HOLDER IN DUE COURSE (a) Subject to subsection (c) of this section and subsection (d) of Section 3-106 of this title, "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 fo…

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 instrument…

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, ninety (90) days after its date; or (3) if the instrument is not a check,…

DEFENSES AND CLAIMS IN RECOUPMENT (a) Except as otherwise provided in 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 (i) infancy of the obligor to the extent it is a defense to a…

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 instrument …

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; and (2) "Represented person" means the principal, beneficiary, pa…

PROOF OF SIGNATURES 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 is denied in…

ENFORCEMENT OF LOST, DESTROYED, OR STOLEN INSTRUMENT (a) A person not in possession of an instrument is entitled to enforce the instrument if: (1) the person seeking to enforce the instrument: (A) was entitled to enforce the instrument when loss of possession occurred; or (B) has…

EFFECT OF INSTRUMENT ON OBLIGATION FOR WHICH TAKEN (a) Unless otherwise agreed, if a certified check, cashier's check, or teller's check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of…

ACCORD AND SATISFACTION BY USE OF INSTRUMENT (a) If a person against whom a claim is asserted proves that (i) that person in good faith tendered an instrument to the claimant as full satisfaction of the claim, (ii) the amount of the claim was unliquidated or subject to a bona fid…

Check, or Certified Check. LOST, DESTROYED, OR STOLEN CASHIER'S CHECK, TELLER'S CHECK, OR CERTIFIED CHECK (a) In this section: (1) "Check" means a cashier's check, teller's check, or certified check; (2) "Claimant" means a person who claims the right to receive the amount of a ca…

SIGNATURE NECESSARY FOR LIABILITY ON INSTRUMENT A person is not liable on an instrument unless (i) the person signed the instrument, or (ii) the person is represented by an agent or representative who signed the instrument and the signature is binding on the represented person un…

SIGNATURE BY REPRESENTATIVE (a) If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent the represented pe…

UNAUTHORIZED SIGNATURE (a) Unless otherwise provided in this article or Article 4 of this title, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauth…

IMPOSTORS; FICTITIOUS PAYEES (a) If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized …

Employee. EMPLOYER'S RESPONSIBILITY FOR FRAUDULENT INDORSEMENT BY EMPLOYEE (a) In this section: (1) "Employee" includes an independent contractor and employee of an independent contractor retained by the employer; (2) "Fraudulent indorsement" means (i) in the case of an instrumen…

Alteration of Instrument. NEGLIGENCE CONTRIBUTING TO FORGED SIGNATURE OR ALTERATION OF INSTRUMENT (a) A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded …

ALTERATION (a) "Alteration" means (i) an unauthorized change in an instrument that purports to modify in any respect the obligation of a party, or (ii) an unauthorized addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party. …