Title 12A, Title 12A — Uniform Commercial Code

RATE OF INTEREST (a) If, under this Article, a receiving bank is obliged to pay interest with respect to a payment order issued to the bank, the amount payable may be determined (i) by agreement of the sender and receiving bank, or (ii) by a funds-transfer system rule if the paym…

CHOICE OF LAW (a) The following rules apply unless the affected parties otherwise agree or subsection (c) of this section applies: (1) The rights and obligations between the sender of a payment order and the receiving bank are governed by the law of the jurisdiction in which the …

Transactions validly entered into before the effective date of this act and the rights, duties and interests flowing from them remain valid thereafter and may be terminated, completed, consummated or enforced as required or permitted by any statute or other law amended or repeale…

This article shall be known and may be cited as Uniform Commercial Code - Letters of Credit. Laws 1961, p. 132, § 5-101.

Definitions. (a) In this article: (1) "Adviser" means a person who, at the request of the issuer, a confirmer, or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed, or amended; (2) "Applicant" means …

Scope. (a) This article applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit. (b) The statement of a rule in this article does not by itself require, imply, or negate application of the same or a different rule…

Formal Requirements. A letter of credit, confirmation, advice, transfer, amendment, or cancellation may be issued in any form that is a signed record. Added by Laws 1961, p. 133, § 5-104. Amended by Laws 1996, c. 56, § 3, eff. Jan. 1, 1997; Laws 2024, c. 13, § 33, eff. Nov. 1, 20…

Consideration. Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation. Added by Laws 1961, p. 133, § 5-105. Amended by Laws 1996, c. 56, § 4, eff. Jan. 1, 1997.

Issuance, Amendment, Cancellation, and Duration. (a) A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revoc…

Confirmer, Nominated Person, and Adviser. (a) A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an ap…

Issuer's Rights and Obligations. (a) Except as otherwise provided in Section 5-109 of this title, an issuer shall honor a presentation that, as determined by the standard practice referred to in subsection (e) of this section, appears on its face strictly to comply with the terms…

Fraud and Forgery. (a) If a presentation is made that appears on its face strictly to comply with the terms and conditions of the letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the be…

Warranties. (a) If its presentation is honored, the beneficiary warrants: (1) To the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in subsection (a) of Section 5-109 of this title; and (2) To the a…

Remedies. (a) If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor, or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the d…

Transfer of Letter of Credit. (a) Except as otherwise provided in Section 5-113 of this title, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under a letter of credit may not be transferred. (b) Even …

Transfer by Operation of Law. (a) A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor. (b) A successor of a beneficiary may cons…

Assignment of Proceeds. (a) In this section, "proceeds of a letter of credit" means the cash, check, accepted draft, or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include …

Statute of Limitations. An action to enforce a right or obligation arising under this article must be commenced within one (1) year after the expiration date of the relevant letter of credit or one (1) year after the cause of action accrues, whichever occurs later. A cause of act…

Choice of Law and Forum. (a) The liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed by the affected parties or by a provision in the person's letter of credit…

Subrogation of Issuer, Applicant, and Nominated Person. (a) An issuer that honors a beneficiary's presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of t…

Applicability. This act applies to a letter of credit that is issued on or after January 1, 1997. This act does not apply to a transaction, event, obligation, or duty arising out of or associated with a letter of credit that was issued before January 1, 1997. Added by Laws 1996, …

SECURITY INTEREST OF ISSUER OR NOMINATED PERSON (a) An issuer or nominated person has a security interest in a document presented under a letter of credit and any identifiable proceeds of the collateral to the extent that the issuer or nominated person honors or gives value for t…

Savings Clause. A transaction arising out of or associated with a letter of credit that was issued before January 1, 1997, and the rights, obligations, and interests flowing from that transaction are governed by any statute or other law amended or repealed by this act as if repea…

This article shall be known and may be cited as Uniform Commercial Code - Documents of Title. Laws 1961, p. 140, § 7-101.

Definitions and Index of Definitions. (a) In this article, unless the context otherwise requires: (1) "Bailee" means a person that by a warehouse receipt, bill of lading or other document of title acknowledges possession of goods and contracts to deliver them. (2) "Carrier" means…

Relation of Article to Treaty or Statute. (a) This article is subject to any treaty or statute of the United States or regulatory statute of this state to the extent the treaty, statute, or regulatory statute is applicable. (b) This article does not modify or repeal any law presc…

Negotiable and Nonnegotiable Document of Title. (a) Except as otherwise provided in subsection (c) of this section, a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person. (b) A document of title other than one …

Reissuance in Alternative Medium. (a) Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if: (1) the person entitled under the electronic…

Control of Electronic Document of Title. (a) A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to which the electronic document was issued…

under bond. Persons That May Issue a Warehouse Receipt; Storage Under Bond. (a) A warehouse receipt may be issued by any warehouse. (b) If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license …

Form of Warehouse Receipt; Effect of Omission. (a) A warehouse receipt need not be in any particular form. (b) Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by the omission: (1) a statement of the loc…

Liability for Nonreceipt or Misdescription. A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescri…

liability. Duty of Care; Contractual Limitation of Warehouse’s Liability. (a) A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods as a reasonably careful person would exercise under similar circumsta…

cases. Title Under Warehouse Receipt Defeated in Certain Cases. A buyer in the ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt…

Termination of Storage at Warehouse’s Option. (a) A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require payment of any charges and removal of the goods from the warehouse at the te…

Goods Must be Kept Separate; Fungible Goods. (a) Unless the warehouse receipt otherwise provides, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods m…

Altered Warehouse Receipts. If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good-faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any…

Lien of Warehouse. (a) A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or…

Enforcement of Warehouseman's Lien. (a) Except as provided in subsection (b) of this section, a warehouse’s lien 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…

contain" - "Shipper's load and count" - Improper handling. Liability for Nonreceipt or Misdescription; "Said to Contain"; "Shipper's Load and Count"; Improper Handling. (a) A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to which a n…

Through Bills of Lading and Similar Documents of Title. (a) The issuer of a through bill of lading, or other document embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier, is liable to any person entitled to recover on the bi…

Diversion; Reconsignment; Change of Instructions. (a) Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructi…

Bills of Lading in a Set. (a) Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection. (b) If a tangible bill of lading is lawfully issued in a set …

Destination Bills. (a) Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may procure the bill to be issued at destination or at any other place designated in the request. (b) Upon request of a person entitle…

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor. Laws 1961, p. 146, § 7-306.

Lien of Carrier. (a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges subsequent to the date of the carrier’s receipt of the goods for storage or transportation, including demurrage and terminal charges, and fo…

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 all persons known to claim an interest in the goods…

liability. 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 goods which a reasonably careful person would exercise under similar circu…

of issuer. Irregularities in Issue of Receipt or Bill or Conduct of Issuer. The obligations imposed by this article on an issuer apply to a document of title even if: (1) the document does not comply with the requirements of this article or of any other statute, rule, or regulati…

Duplicate Receipt or Bill; 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, except as provided in the case of tangible bills of lading in a set…