Title 12A, Title 12A — Uniform Commercial Code

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 that the bailee establishes any of the following: (1) deliver…

document of title. 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 the document of title or pursuant to this article is not liable even if…

negotiation. 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, the document is negotiated by the named person’s endorsement an…

Rights Acquired by Due Negotiation. (a) Subject to Sections 7-205 and 7-503 of this title, 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) all rights accruing under the law of agenc…

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 interest in the goods and that did not: (1) deliver or entrust the goods or a…

of diversion - Stoppage of delivery. 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, to which the document has been delivered but not duly negotiated, acquires …

Endorser Not a Guarantor For Other Parties. The endorsement of a tangible document of title issued by a bailee does not make the endorser liable for any default by the bailee or by previous endorsers. Added by Laws 1961, p. 150, § 7-505. Amended by Laws 2005, c. 140, § 32, eff. J…

endorsement. Delivery Without Endorsement: Right to Compel Endorsement. The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary endorsement but the transfer becomes a negotiation only as of the tim…

bill. Warranties on Negotiation or Transfer of Receipt or Bill. If a person negotiates or transfers a document of title for value, otherwise than as a mere intermediary under Section 7-508 of this title, unless otherwise agreed, the transferor, in addition to any warranty made in…

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 claim against delivery of documents warrants by the delivery of the documents …

Adequate Compliance With Commercial Contract. Whether a document 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 by Article 2, 2A, or 5. Added by Laws 1961, p. 150, § 7-509. Amended by Laws…

Lost, Stolen, or Destroyed Documents of Title. (a) If a document has been lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order. If the document was negotia…

document of title. 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 dispose of them, a lien does not attach by virtue of any judicial process …

Conflicting Claims; Interpleader. If more than one person claims title 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 or to commence an action for interpleader. The bailee may …

Applicability. This article applies to a document of title that is issued or a bailment that arises on or after January 1, 2006. This article does not apply to a document of title that is issued or a bailment that arises before January 1, 2006, even if the document of title or ba…

Savings Clause. A document of title issued or a bailment that arises before January 1, 2006, and the rights, obligations, and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this act as if amendment or repeal had n…

Short Title. This article may be cited as Uniform Commercial Code - Investment Securities. Added by Laws 1961, p. 151, § 8-101. Amended by Laws 1995, c. 242, § 1, eff. Feb. 1, 1996.

Definitions. (a) In this article: (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 form", as a…

interests are securities or financial assets. Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets. (a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. …

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

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 information th…

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 delivered to the purchaser, and…

is Effective. 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 re…

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 not been mat…

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 has actual…

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 registration of transfer; (3) the effectiveness of regist…

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 act and affects another party who does not conse…

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. However,…

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 modification is n…

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 admitted; (2) If …

Adverse Claimant. 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 dire…

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 intermediary tha…

"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 evidence a s…

or Defense. Issuer's Responsibility and Defenses; Notice of Defect or Defense. (a) Even against a purchaser for value and without notice, the terms of a security include terms stated on the certificate and terms made part of the security by reference on the certificate to another…

Staleness as Notice of Defects or Defenses. 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 be prese…

Effect of Issuer's Restrictions 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: (1) the security is certificated and the restriction is noted conspic…

Certificate. 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 …

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 blanks are…

Owners. 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 inden…

Registrar, or Transfer Agent. 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…

Issuer's Lien. A lien in favor of an issuer upon certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate. Added by Laws 1995, c. 242, § 25, eff. Feb. 1, 1996.

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) and (d) of…

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 certificate on behalf of the purch…

Rights of Purchaser. (a) Except as otherwise provided in subsections (b) and (c) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (b) A purchaser of a limited interest a…

Protected Purchaser. (a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) gives value; (2) does not have notice of any adverse claim to the security; and (3) obtains control of the certificated or uncertific…

Indorsement. (a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special in…

Instruction. (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (b) Unless otherwise agreed,…

Instruction. Effect of Guaranteeing Signature, Indorsement, or Instruction. (a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (1) the signature was genuine; (2) the signer was an appropriate person to indorse, o…

Transfer. Purchaser's Right to Requisites for Registration of Transfer. Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer …

Duty of Issuer to Register Transfer. (a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall reg…