Title 12A, Title 12A — Uniform Commercial Code
0 chapters · 662 sections in this title.
12A O.S. § 1-101 Short titles
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Short Titles. (a) Sections 1-101 through 11-107 of this title shall be known and may be cited as the “Uniform Commercial Code”. (b) This article shall be known and may be cited as “Uniform Commercial Code - General Provisions”. Added by Laws 1961, p. 69, § 1-101. Amended by Laws …
12A O.S. § 1-102 Scope of article
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Scope of Article. This article applies to a transaction to the extent that it is governed by another article of the Uniform Commercial Code. Added by Laws 1961, p. 69, § 1-102. Amended by Laws 2005, c. 139, § 2, eff. Jan. 1, 2006.
12A O.S. § 1-103 Construction of Uniform Commercial Code to promote its
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purposes and policies - Applicability of supplemental principles of law. Construction of Uniform Commercial Code to Promote Its Purposes and Policies; Applicability of Supplemental Principles of Law. (a) The Uniform Commercial Code shall be liberally construed and applied to prom…
12A O.S. § 1-104 Construction against implicit repeal
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Construction Against Implicit Repeal. The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. Added by La…
12A O.S. § 1-106 Use of singular and plural - Gender
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Use of Singular and Plural; Gender. In the Uniform Commercial Code, unless the statutory context otherwise requires: (1) words in the singular number include the plural, and in the plural include the singular; and (2) words of any gender include any other gender. Added by Laws 19…
12A O.S. § 1-107 Section captions
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Section Captions. Section captions are part of the Uniform Commercial Code. Added by Laws 1961, p. 70, § 1-107. Amended by Laws 2005, c. 139, § 6, eff. Jan. 1, 2006.
12A O.S. § 1-108.1 Relationship to Electronic Signatures in Global and
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National Commerce Act. Article 1 of the Uniform Commercial Code modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., except that nothing in this article modifies, limits or supersedes Section 7001…
12A O.S. § 1-201 General definitions and principles of interpretation
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General Definitions and Principles of Interpretation. (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereo…
12A O.S. § 1-202 Notice - Knowledge
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Notice; Knowledge. (a) Subject to subsection (f) of this section, a person has "notice" of a fact if the person: (1) has actual knowledge of it; (2) has received a notice or notification of it; or (3) from all the facts and circumstances known to the person at the time in questio…
12A O.S. § 1-203 Lease distinguished from security interest
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Lease Distinguished from Security Interest. (a) Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case. (b) A transaction creates a security interest if the consideration that the lessee is to pay the lessor for t…
12A O.S. § 1-204 "Value"
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"Value". Except as otherwise provided in Articles 3, 4, 5, 6, and 12 of the Uniform Commercial Code, a person gives value for rights if the person acquires them: (1) in return for a binding commitment to extend credit or for the extension of immediately available credit, whether …
12A O.S. § 1-205 Reasonable time - Seasonableness
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Reasonable Time; Seasonableness. (a) Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose, and circumstances of the action. (b) An action is taken seasonably if it is taken at or within the time agreed or, if no …
12A O.S. § 1-206 Presumptions
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Presumptions. Whenever the Uniform Commercial Code creates a “presumption” with respect to a fact, or provides that a fact is “presumed”, the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence. Add…
12A O.S. § 1-301 Territorial applicability - Parties’ power to choose
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applicable law. Territorial Applicability; Parties' Power to Choose Applicable Law. (a) Except as provided hereafter in this section, when a transaction bears a reasonable relation to this state and also to another state or nation, the parties may agree that the law either of thi…
12A O.S. § 1-302 Variation by agreement
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Variation by Agreement. (a) Except as otherwise provided in subsection (b) of this section or elsewhere in the Uniform Commercial Code, the effect of the Uniform Commercial Code may be varied by agreement. (b) The obligations of good faith, diligence, reasonableness, and care pre…
12A O.S. § 1-303 Course of Performance, Course of Dealing, and Usage of
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Trade. Course of Performance, Course of Dealing, and Usage of Trade. (a) A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if: (1) the agreement of the parties with respect to the transaction involves repeated occasions…
12A O.S. § 1-304 Obligation of good faith - Breach
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Obligation of Good Faith. Every contract of duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement. Breach of the obligation of good faith imposed by this section shall not give rise to a separate tort cause of action. Added…
12A O.S. § 1-305 Remedies to be liberally administered
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Remedies to Be Liberally Administered. (a) The remedies provided by the Uniform Commercial Code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special nor p…
12A O.S. § 1-306 Waiver or renunciation of claim or right after breach
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Waiver or Renunciation of Claim or Right after Breach. A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in a signed record. Added by Laws 2005, c. 139, § 19, eff. Jan. 1, 2006. Amende…
12A O.S. § 1-307 Prima facie evidence by third-party documents
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Prima Facie Evidence by Third-Party Documents. A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher's or inspector's certificate, consular invoice, or any other document authorized or required by the contract to be issued …
12A O.S. § 1-308 Performance or acceptance under reservation of rights
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Performance or Acceptance Under Reservation of Rights. (a) A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as …
12A O.S. § 1-309 Option to accelerate at will
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Option to Accelerate at Will. 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 the party “deems itself insecure", or in words of similar import, means that …
12A O.S. § 1-310 Subordination of obligations
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Subordination of obligations. An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the…
12A O.S. § 1-9-101 Short title
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SHORT TITLE This article, Sections 1 through 144 of this act, may be cited as Uniform Commercial Code – Secured Transactions. Added by Laws 2000, c. 371, § 1, eff. July 1, 2001.
12A O.S. § 1-9-102 Definitions and index of definitions
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DEFINITIONS AND INDEX OF DEFINITIONS (a) In this article: (1) "Accession" means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost. (2) (A) "Account", except as used in "account for", "account statement", "accoun…
12A O.S. § 1-9-103 Purchase-money security interest; application of
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payments; burden of establishing. PURCHASE-MONEY SECURITY INTEREST; APPLICATION OF PAYMENTS; BURDEN OF ESTABLISHING (a) In this section: (1) “purchase-money collateral” means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and …
12A O.S. § 1-9-104 Control of deposit account
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CONTROL OF DEPOSIT ACCOUNT (a) A secured party has control of a deposit account if: (1) the secured party is the bank with which the deposit account is maintained; (2) the debtor, secured party, and bank have agreed in a signed record that the bank will comply with instructions o…
12A O.S. § 1-9-105 Control of electronic copy of record evidencing
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chattel paper. CONTROL OF ELECTRONIC COPY OF RECORD EVIDENCING CHATTEL PAPER (a) A purchaser has control of an authoritative electronic copy of a record evidencing chattel paper if a system employed for evidencing the assignment of interests in the chattel paper reliably establis…
12A O.S. § 1-9-106 Control of investment property
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CONTROL OF INVESTMENT PROPERTY (a) A person has control of a certificated security, uncertificated security, or security entitlement as provided in Section 8-106 of this title. (b) A secured party has control of a commodity contract if: (1) the secured party is the commodity inte…
12A O.S. § 1-9-107 Control of letter-of-credit right
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CONTROL OF LETTER-OF-CREDIT RIGHT A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credi…
12A O.S. § 1-9-107A Control of controllable electronic record
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controllable account, or controllable payment intangible. CONTROL OF CONTROLLABLE ELECTRONIC RECORD, CONTROLLABLE ACCOUNT, OR CONTROLLABLE PAYMENT INTANGIBLE (a) A secured party has control of a controllable electronic record as provided in Section 12-105 of this title. (b) A sec…
12A O.S. § 1-9-107B No requirement to acknowledge or confirm; no duties
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NO REQUIREMENT TO ACKNOWLEDGE OR CONFIRM; NO DUTIES (a) A person that has control under Section 9-104 or 9-105 of this title is not required to acknowledge that it has control on behalf of another person. (b) If a person acknowledges that it has or will obtain control on behalf o…
12A O.S. § 1-9-108 Sufficiency of description
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SUFFICIENCY OF DESCRIPTION (a) Except as otherwise provided in subsections (c), (d), and (e) of this section, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described. (b) Except as otherwise provided i…
12A O.S. § 1-9-109 Scope of article
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SCOPE OF ARTICLE (a) Except as otherwise provided in subsections (c) and (d) of this section, this article applies to: (1) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract; (2) an agricultural lien; (3) a sale of…
12A O.S. § 1-9-110 Security interests arising under article 2 or 2a
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SECURITY INTERESTS ARISING UNDER ARTICLE 2 OR 2A A security interest arising under Section 2-401, 2-505, paragraph (3) of Section 2-711, or paragraph (5) of Section 2A-508 of this title is subject to this article. However, until the debtor obtains possession of the goods: (1) the…
12A O.S. § 1-9-201 General effectiveness of security agreement
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GENERAL EFFECTIVENESS OF SECURITY AGREEMENT (a) Except as otherwise provided in this title, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors. (b) A transaction subject to this article is subj…
12A O.S. § 1-9-202 Title to collateral immaterial
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TITLE TO COLLATERAL IMMATERIAL Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles, or promissory notes, the provisions of this article with regard to rights and obligations apply whether title to collateral is in the…
12A O.S. § 1-9-203 Attachment and enforceability of security interest –
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Proceeds - Supporting obligations - Formal requisites. ATTACHMENT AND ENFORCEABILITY OF SECURITY INTEREST; PROCEEDS; SUPPORTING OBLIGATIONS; FORMAL REQUISITES (a) A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collate…
12A O.S. § 1-9-204 After-acquired property; future advances
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AFTER-ACQUIRED PROPERTY; FUTURE ADVANCES (a) Except as otherwise provided in subsection (b) of this section, a security agreement may create or provide for a security interest in after-acquired collateral. (b) Subject to subsection (d) of this section, a security interest does no…
12A O.S. § 1-9-205 Use or disposition of collateral permissible
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USE OR DISPOSITION OF COLLATERAL PERMISSIBLE (a) A security interest is not invalid or fraudulent against creditors solely because: (1) the debtor has the right or ability to: (A) use, commingle, or dispose of all or part of the collateral, including returned or repossessed goods…
12A O.S. § 1-9-206 Security interest arising in purchase or delivery of
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financial asset. SECURITY INTEREST ARISING IN PURCHASE OR DELIVERY OF FINANCIAL ASSET (a) A security interest in favor of a securities intermediary attaches to a person’s security entitlement if: (1) the person buys a financial asset through the securities intermediary in a trans…
12A O.S. § 1-9-207 Rights and duties of secured party having possession
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or control of collateral. RIGHTS AND DUTIES OF SECURED PARTY HAVING POSSESSION OR CONTROL OF COLLATERAL (a) Except as otherwise provided in subsection (d) of this section, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party…
12A O.S. § 1-9-208 Additional duties of secured party having control of
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collateral. ADDITIONAL DUTIES OF SECURED PARTY HAVING CONTROL OF COLLATERAL (a) This section applies to cases in which there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations, or otherwise give value. (b) Within ten (1…
12A O.S. § 1-9-209 Duties of secured party if account debtor has been
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notified of assignment. DUTIES OF SECURED PARTY IF ACCOUNT DEBTOR HAS BEEN NOTIFIED OF ASSIGNMENT (a) Except as otherwise provided in subsection (c) of this section, this section applies if: (1) there is no outstanding secured obligation; and (2) the secured party is not committe…
12A O.S. § 1-9-210 Request for accounting; request regarding list of
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collateral or statement of account. REQUEST FOR ACCOUNTING; REQUEST REGARDING LIST OF COLLATERAL OR STATEMENT OF ACCOUNT (a) In this section: (1) "Request" means a record of a type described in paragraph (2), (3), or (4) of this subsection. (2) "Request for an accounting" means a…
12A O.S. § 1-9-301 Law governing perfection and priority of security
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interests. LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS Except as otherwise provided in Sections 1-9-303 through 1-9- 306B of this title, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a se…
12A O.S. § 1-9-302 Law governing perfection and priority of agricultural
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liens. LAW GOVERNING PERFECTION AND PRIORITY OF AGRICULTURAL LIENS While farm products are located in a jurisdiction, the local law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products. A…
12A O.S. § 1-9-303 Law governing perfection and priority of security
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interests in goods covered by a certificate of title. LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS IN GOODS COVERED BY A CERTIFICATE OF TITLE (a) This section applies to goods covered by a certificate of title, even if there is no other relationship between the jur…
12A O.S. § 1-9-304 Law governing perfection and priority of security
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interests in deposit accounts. LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS IN DEPOSIT ACCOUNTS (a) The local law of a bank's jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account ma…
12A O.S. § 1-9-305 Law governing perfection and priority of security
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interests in investment property. LAW GOVERNING PERFECTION AND PRIORITY OF SECURITY INTERESTS IN INVESTMENT PROPERTY (a) Except as otherwise provided in subsection (c) of this section, the following rules apply: (1) While a security certificate is located in a jurisdiction, the l…