Title 13, COMMERCIAL CODE

(a) Transferee.--A transferee of a document of title, whether negotiable or nonnegotiable, to which the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey. (b) Third parties.--In the case of…

The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers.

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under section 7508 (relating to warranties of collecting bank as to documents of title), unless otherwise agreed, the transferor warrants to its immediate purchaser only in add…

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 only its own good faith and authority even if the collec…

Whether a document of title 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 Division 2 (relating to sales), 2A (relating to leases) or 5 (relating to letters of credit).

(a) Court orders.--If a document of title is 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 negotiable, a court may not order …

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 to goods in the possession of a bailee for which a negotiable document of title is outstand…

If more than one person claims title to 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 assert an interpleader either i…

This division shall be known and may be cited as the Uniform Commercial Code, Article 8, Investment Securities.

(a) Definitions.--The following words and phrases when used in this division shall have the meanings given to them in this subsection: "Adverse claim." 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 fo…

(a) Share or similar equity interest.--A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security. (b) Investment company security.--An "investment company security" is a security. An "investment company securit…

(a) Acquisition of security or interest therein.--A person acquires a security or an interest therein under this division if: (1) the person is a purchaser to whom a security is delivered pursuant to section 8301 (relating to delivery); or (2) the person acquires a security entit…

(a) General rule.--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 that would e…

(a) "Control" of certificated security in bearer form.--A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) "Control" of certificated security in registered form.--A purchaser has "control" of a certi…

(a) Definition of "appropriate person".--"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 respect to an instruction, the registered owner …

(a) Warranties of person transferring certificated security.--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 …

(a) Warranties of person originating entitlement order to securities intermediary.--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 entitl…

(a) When local law of issuer's jurisdiction governs.--The local law of the issuer's jurisdiction, as specified in subsection (d), 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 re…

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 title and affects another party who does not consent to the rule.

(a) Interest of debtor in certificated security.--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). Howe…

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 not capable of performance within…

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 the effectiveness of a signature is put in issue, the …

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 direction of its customer or principal, is not liable to a person having an adverse claim…

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 that acquires a security entitlement to a financial…

(a) General rule.--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) Terms included in certificated security.--Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture o…

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 presented or surrendered for redemption or exchan…

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 conspicuously on the security certificate; or (2) th…

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 purchaser is without notice of the lack of authority and the signing ha…

(a) Completion of security certificate.--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 incorrectly …

(a) General rule.--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 indenture trustee may treat the registered owner as the perso…

(a) General rule.--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, if the purchaser is without notice of a particular defect, that: (1) the certificate is genu…

A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.

(a) Definition of "overissue".--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) Application of certain provisions limited…

(a) Delivery of certificated security.--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 certific…

(a) Rights acquired by purchaser.--Except as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (b) Rights acquired by purchaser of limited i…

(a) Definition of "protected purchaser".--"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 certificate…

(a) Blank and special indorsement.--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 indorsem…

(a) Instruction originated by appropriate person.--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 incorre…

(a) Warranties of signature guarantor.--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, or if the signature is by an agent, the a…

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 of the security, but, if the transfer is not for value, a transferor nee…

(a) General rule.--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 register the transfer as …

(a) Assurances that issuer may require.--An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (1) in all cases, a guaranty of the signature of the person making an indorsement or originating an instruction, i…

(a) General rule.--A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the…

(a) General rule.--Except as otherwise provided in section 8406 (relating to obligation to notify issuer of lost, destroyed or wrongfully taken security certificate), an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security t…