Title 70A, Title 70A: Uniform Commercial Code

70A-7a-302. Through bills of lading and similar documents of title. (1) The issuer of a through bill of lading, or other document of title 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…

70A-7a-303. Diversion -- Reconsignment -- Change of instructions. (1) 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 misdelive…

70A-7a-304. Tangible bills of lading in a set. (1) 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. (1) (2) If a tangible bill of lading is …

70A-7a-305. Destination bills. (1) 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. (2) Upon request of any …

70A-7a-306. Altered bills of lading. An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.

70A-7a-307. Lien of carrier. (1) A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges, an…

70A-7a-308. Enforcement of carrier's lien. (1) 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 …

70A-7a-309. Duty of care -- Contractual limitation of carrier's liability. (1) 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 ci…

70A-7a-401. Irregularities in issue of receipt or bill or conduct of issuer. The obligations imposed by this chapter on an issuer apply to a document of title even if: (1) the document does not comply with the requirements of this chapter or of any other statute, rule, or regulat…

70A-7a-402. Duplicate document of title -- 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…

70A-7a-403. Obligation of bailee to deliver -- Excuse. (1) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with Subsectionsand, unless and to the extent that the bailee establishes any of the following: (2) (3) delivery of th…

70A-7a-404. 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 a document of title or pursuant to this chapter is not liable for the goods ev…

70A-7a-501. Form of negotiation and requirements of due negotiation. (1) The following rules apply to a negotiable tangible document of title: If the document's original terms run to the order of a named person, the document is negotiated by the named person's indorsement and del…

70A-7a-502. Rights acquired by due negotiation. (1) Subject to Sectionsand, a holder to which a negotiable document of title has been duly negotiated acquires thereby: 70A-7a-205 70A-7a-503 title to the document; title to the goods; all rights accruing under the law of agency or …

70A-7a-503. Document of title to goods defeated in certain cases. (1) 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: deliver or entrust the go…

70A-7a-504. Rights acquired in absence of due negotiation -- Effect of diversion -- Stoppage of delivery. (1) 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 …

70A-7a-505. Indorser not guarantor for other parties. 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.

70A-7a-506. Delivery without indorsement -- Right to compel indorsement. 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 t…

70A-7a-507. Warranties on negotiation or delivery of document of title. If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under Section, unless otherwise agreed, the transferor, in addition to any warranty made in selling or l…

70A-7a-508. 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 th…

70A-7a-509. Adequate compliance with commercial contract. 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, 2a, Uniform Commercial Code - Leases, or 5, Uniform…

70A-7a-601. Lost, stolen, or destroyed documents of title. (1) 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 docum…

70A-7a-602. 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 to good…

70A-7a-603. Conflicting claims -- Interpleader. 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…

70A-7a-701. Applicability. This chapter applies to a document of title that is issued or a bailment that arises on or after May 1, 2006. This chapter does not apply to a document of title that is issued or a bailment that arises before May 1, 2006 even if the document of title or…

70A-7a-702. Savings clause. A document of title issued or a bailment that arises before May 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 chapter as if amendment or r…

70A-8-100. Title. This chapter is known as "Uniform Commercial Code -- Investment Securities."

70A-8-101. Definitions. (1) As used in this chapter: "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. "Bearer…

70A-8-102. Rules for determining whether certain obligations and interests are securities or financial assets. (1) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (2) An "investment company security…

70A-8-103. Acquisition of security or financial asset or interest therein. (1) A person acquires a security or an interest therein, under this chapter, if: the person is a purchaser to whom a security is delivered pursuant to Section; or 70A-8-301 the person acquires a security e…

70A-8-104. Notice of adverse claim. (1) A person has notice of an adverse claim if: the person knows of the adverse claim; the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information…

70A-8-105. Control. (1) A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser. (2) A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the pur…

70A-8-106. Whether indorsement, instruction, or entitlement order is effective. (1) "Appropriate person" means: with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be entitled to the security; with respect to an…

70A-8-107. Warranties in direct holding. (1) 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: the certificate is genuine and has not b…

70A-8-108. Warranties in indirect holding. (1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has…

70A-8-109. Applicability -- Choice of law. (1) The local law of the issuer's jurisdiction, as specified in Subsection, governs: (4) the validity of a security; the rights and duties of the issuer with respect to registration of transfer; the effectiveness of registration of trans…

70A-8-110. 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 chapter and affects another party who…

70A-8-111. Creditor's legal process. (1) 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. However, a certif…

70A-8-112. 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 modifi…

70A-8-113. 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 admitt…

70A-8-114. 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 direction o…

70A-8-115. 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 inter…

70A-8-201. Issuer. (1) With respect to an obligation on or a defense to a security, an "issuer" includes a person that: places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidenc…

70A-8-202. Issuer's responsibility and defenses -- Notice of defect or defense. (1) 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 certific…

70A-8-203. Staleness as notice of defect or defense. 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…

70A-8-204. Effect of issuer's restriction 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 not…